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Corporate Information, Basis of Presentation and Statement of Compliance
Corporate Information
QIAGEN N.V. is a public limited liability company ('naamloze vennootschap') under Dutch law with a registered office at
Hulsterweg 82, 5912 PL Venlo, The Netherlands. The Company is registered under its commercial and legal name
QIAGEN N.V. with the trade register ('kamer van koophandel') of the Dutch region Limburg Noord under file number
12036979. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we, our or the Company) is a leading
global provider of Sample to Insight solutions that enable customers to gain valuable molecular insights from samples
containing the building blocks of life. Our sample technologies isolate and process DNA, RNA and proteins from blood,
tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics
software and knowledge bases interpret genomic data to report relevant, actionable insights. Automation solutions tie these
together in seamless and cost-effective workflows. We provide solutions to more than 500,000 customers around the world
in Molecular Diagnostics (human healthcare) and Life Sciences (academia, pharma R&D and industrial applications,
primarily forensics). As of December\u00a031, 2023, we employed approximately 6,000 people in over 35 locations
worldwide.
Our Common Shares are listed for trading on the Frankfurt Stock Exchange, Prime Standard Segment, under the symbol
QIA and on the New York Stock Exchange (NYSE) under the symbol QGEN.
Basis of Presentation and Statement of Compliance
The accompanying consolidated financial statements were prepared in accordance with International Financial Reporting
Standards as endorsed by the European Union (EU-IFRS) and all amounts are presented in U.S. dollars rounded to the
nearest thousand, unless otherwise indicated. The consolidated financial statements have been prepared on a historical
cost basis, except for derivative financial instruments, contingent consideration and financial assets that have been
measured at fair value. The financial statements of the Company have been prepared on the basis of the going concern
assumption. The consolidated financial statements also comply with the financial reporting requirements included in Part 9
of Book 2 of the Dutch Civil Code, as far as applicable.
QIAGEN has a subsidiary in Moscow, Russia. Due to uncertainties related to the war in Ukraine, and although not material
to our consolidated results of operations, during the year ended December 31, 2022, we recorded a combination of credit
losses, write-offs and impairments related to our business in Russia totaling $4.0\u00a0million. These charges are included in the
line item restructuring, acquisition, integration, and other, net in the accompanying consolidated income statement. We
have suspended activities in Russia and also with our former commercial partner in Belarus.
We undertake acquisitions to complement our own internal product development activities. In January 2023, we acquired
Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human
identification (HID) and forensic investigation located in San Diego, California. The cash consideration, net of cash
acquired was $149.5 million. In May 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions
for proteins and enzymes as well as molecular biology reagents located in Gda\u0144sk, Poland. Its offering includes proteins
and enzymes that are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of
cash acquired, was $63.7 million. At the acquisition dates, all the assets acquired and liabilities assumed were recorded
at their respective fair values and our consolidated results of operations include the operating results from the acquired
companies from the acquisition dates. These acquisitions were not significant to the overall consolidated financial
statements.
The consolidated financial statements of QIAGEN for the year ended December\u00a031, 2023 were authorized for issue in
accordance with a resolution of the Supervisory Board on April 26, 2024.
2. Effects of New Accounting Policies and Disclosures
New Accounting Standards and Interpretations Adopted
For 2023, there were no new standards or interpretations that were adopted which have a material impact to the
consolidated financial statements.
Consistent with the International Accounting Standards Board (IASB) amendments to International Accounting Standards
(IAS) 12 Income Taxes, we are subject to the temporary mandatory relief from accounting for deferred tax that arises from
legislation implementing the Pillar Two model rules. Under this relief, we neither recognize nor disclose information about
deferred tax assets and liabilities related to Pillar Two income taxes. We will recognize and disclose the impact from Pillar
Two income taxes effective January 1, 2024. See Note 17 for further disclosures.
New Accounting Standards and Interpretations Issued but Not Yet Adopted
For 2023, there are no new standards or interpretations issued which have not been adopted that are expected to have a
material impact to the consolidated financial statements.
3. Summary of Significant Accounting Policies, Estimates and Judgments
Significant Accounting Policies
3.1\u00a0 Consolidation Principles
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
December\u00a031, 2023 and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date that such control ceases. An entity is controlled when the Company has power
over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to affect those
returns through its power over the entity. In determining whether control exists, potential voting rights must be taken into
account if those rights are substantive, in other words they can be exercised on a timely basis when decisions about the
relevant activities of the entity are to be taken. Entities consolidated by the Company are referred to as \"subsidiaries.\" The
financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies. All intra-Company balances, income and expenses, unrealized gains and losses and dividends
resulting from intra-Company transactions are eliminated in full.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the
noncontrolling interest. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling
interest even if this results in a deficit balance.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the assets (including goodwill) and liabilities of the
subsidiary, the carrying amount of any noncontrolling interest, the cumulative translation differences, recorded in equity,
recognizes the fair value of the consideration received, recognizes the fair value of any investment retained, any surplus or
deficit in profit or loss and reclassifies the parent's share of components previously recognized in other comprehensive
income to profit or loss.
3.2\u00a0 Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any noncontrolling
interest in the acquiree. The Company measures the noncontrolling interest in the acquiree at fair value. Acquisition related
costs incurred are expensed.
When the Company acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions
as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be
recognized either in profit or loss or as a change to other comprehensive income. If the contingent consideration is
classified as equity, it shall not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the consideration transferred and the amount recognized for
noncontrolling interest over the Company's net identifiable assets acquired and liabilities assumed. If this consideration is
lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as profit.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Company's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit retained.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit.
3.3\u00a0 Equity Accounted Investments
Investments in entities in which the Company has significant influence, generally participations of 20% or more of the
voting power, but over which it does not exercise management control are accounted for using the equity method. The
Company's interests in equity accounted investees comprise interests in associates and joint ventures. Associates are those
entities in which the company has significant influence but no control or joint control. A joint venture is an arrangement in
which the company has joint control, whereby the company has rights to the net assets of the arrangement, rather than
rights to its assets and obligations for its liabilities.
Under the equity method, the investment is carried in the balance sheet at cost plus post acquisition changes in the
Company's share of net assets of the associate.
After application of the equity method, the Company determines whether it is necessary to recognize an additional
impairment loss on the Company's investment. The Company determines at each reporting date whether there is any
objective evidence that the investment is impaired. If this is the case the Company calculates the amount of impairment as
the difference between the recoverable amount of the investment and its carrying value and recognizes the amount in the
income statement.
Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its
fair value.
3.4\u00a0 Foreign Currency Translation
The Company's presentation currency is the U.S. dollar (US$) which is also the parent company's functional currency. The
majority of our subsidiaries' functional currencies are the local currency of the respective country. Balance sheets prepared
in the functional currencies are translated to the presentation currency at exchange rates in effect at the end of the
accounting period except for shareholders' equity accounts, which are translated at rates in effect when these balances
were originally recorded. Revenue and expense accounts are translated at a weighted average of exchange rates during
the period. The cumulative effect of translation is included in shareholders' equity. On disposal of a subsidiary, such
translation differences are recognized in the income statement as part of the gain or loss on sale.
Foreign currency transactions involving monetary assets and liabilities denominated in a currency other than the functional
currency of the entity are translated using the exchange rate prevailing at the dates of the transactions and are
subsequently valued at the closing rates at each period end. The foreign currency gains or losses on hedging instruments
used to offset currency risk associated with the translation of the foreign operations are deferred in other comprehensive
income, to the extent that the hedge is effective. Foreign currency transaction gains and losses realized until settlement are
included in the income statement, except for those related to intercompany transactions of a long-term investment nature
which represent in substance part of the reporting entity's net investment in a foreign entity; such gains and losses are
included in the cumulative foreign currency translation adjustments component of shareholders' equity. Included in other
financial results in the accompanying consolidated income statements is a net loss on foreign currency transactions of
$4.1\u00a0million and a net gain on foreign currency transaction of $2.7\u00a0million for the years ended December\u00a031, 2023 and
2022, respectively.
The exchange rates of key currencies affecting the Company were as follows:
(USD equivalent for one)
Closing rate as at December 31,
Annual average rate
2023
2022
2023
2022
Euro (EUR)
1.1050
1.0666
1.0814
1.0542
Pound Sterling (GBP)
1.2715
1.2026
1.2435
1.2376
Swiss Franc (CHF)
1.1933
1.0832
1.1133
1.0486
Japanese Yen (JPY)
0.0071
0.0076
0.0071
0.0077
Chinese Yuan (CNY)
0.1408
0.1450
0.1413
0.1489
Beginning January 1, 2022, the results of our subsidiary in T\u00fcrkiye are reported under hyperinflationary accounting in
accordance with International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (IAS 29).
Under IAS 29, to reflect changes in purchasing power using a general price index, the carrying amounts of non-monetary
assets and liabilities, shareholders\u2019 equity, and comprehensive income of our subsidiary in T\u00fcrkiye were restated in terms of
a measuring unit current at the balance sheet date. No restatement is required for monetary assets and liabilities because
they represent money held, to be received, or to be paid.
At initial application, we recognized a net monetary loss of $5.4 million to adjust transactions recorded during the period
into a measuring unit current as of December 31, 2022. No monetary gain or loss was recorded for the year ended
December 31, 2023 as there were no material effects from the application of IAS 29.
3.5\u00a0 Revenue Recognition
We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the
consideration that is expected to be received in exchange for those goods or services. We enter into contracts that can
include various combinations of products and services, which are generally distinct and accounted for as separate
performance obligations. The transaction price is allocated to performance obligations based on their relative stand-alone
selling prices. The majority of our sales revenue is recognized when products are shipped to the customers at which point
control transfers. Refer to Note 4 \"Revenue\" for additional details.
Shipping and handling costs charged to customers are recorded as revenue in the period that the related product sale
revenue is recorded. Associated costs of shipping and handling are included in sales and marketing expenses. For the
years ended December\u00a031, 2023 and 2022, shipping and handling costs totaled $32.4 million and $34.4 million,
respectively.
3.6\u00a0 Operating Expenses
Advertising Costs
The costs of advertising are expensed as incurred when the services are performed and are included as a component of
sales and marketing expense. Advertising costs for the years ended December\u00a031, 2023 and 2022 were $11.5 million
and $15.8 million, respectively.
General and Administrative
General and administrative expenses primarily represent personnel costs and expenses associated with administrative
infrastructure, including continued investments across the organization in information technology improvements and cyber
security.
Restructuring, Acquisition, Integration and Other
We incur indirect acquisition and business integration costs in connection with business combinations. These costs
represent incremental costs that we believe would not have been incurred absent the business combinations. Major
components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations,
payroll and related costs for employees remaining with the Company on a transitional basis and public relations,
advertising and media costs for re-branding of the combined organization.
Restructuring costs include personnel costs (principally termination benefits), facility closure and contract termination costs.
Termination benefits are recorded when it is probable that employees will be entitled to benefits and the amounts can be
reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the
similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits.
Facility closure and other costs are recorded when the liability is incurred. The specific restructuring measures and
associated estimated costs are based on management's best business judgment under the existing circumstances at the time
the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the period
of the revised estimate. See Note 6 \"Restructuring\" for the details.
Research and Development
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an
intangible asset when the Company can demonstrate:
\u2022 The technical feasibility of completing the intangible asset so that it will be available for use or sale.
\u2022 Its intention to complete and its ability to use or sell the asset.
\u2022 How the asset will generate probable future economic benefits.
\u2022 The availability of resources to complete the asset and to use or sell the intangible asset.
\u2022 The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be
carried at cost less any accumulated amortization and accumulated impairment losses.
Amortization of the asset begins when development is complete and the asset is available for use. It is amortized on a
straight-line basis over the period of expected future benefit (between three and five years). Amortization is recorded in
cost of sales. During the period of development, the asset is tested for impairment annually.
3.7\u00a0 Government Grants
We recognize government grants when there is reasonable assurance that all conditions will be complied with and the
grant will be received. Our government grants generally represent subsidies for specified activities and are therefore
recognized when earned as a reduction of the expenses recorded for the activity that the grants are intended to
compensate. Thus, when the grant relates to research and development expense, the grant is recognized over the same
period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities
in the balance sheet. When the grant relates to an asset, the value of the grant is deducted from the carrying amount of the
asset and recognized over the same period that the related asset is depreciated or amortized.
In 2023, we received government grants in the amount of $4.4 million (2022: $2.4 million), of which $4.0 million was
offset against the carrying amount of assets and $0.4 million of income was included to offset research and development
expense in the accompanying consolidated income statement. We do not carry any liabilities related to government grants.
3.8\u00a0 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset)
when such borrowing costs are significant and are recognized using the effective interest rate method. All other borrowing
costs are expensed in the period they occur.
3.9\u00a0 Post-Employment Benefits
The Company operates a number of defined benefit and defined contribution plans. For defined benefit plans, the
Company provides for benefits payable to their employees on retirement by charging current service costs to income. The
defined benefit liability comprises the present value of the defined benefit obligation less past service cost and actuarial
gains and losses not yet recognized and less the fair value of plan assets out of which the obligations are to be settled
directly. The Company's contributions to the defined contribution pension plans are charged to the income statement in the
year to which they relate. Refer to Note 23 \"Employee Benefits and Personnel Costs\" for more details.
3.10\u00a0 Share-Based Payments
The Company has a stock option plan, which is described in detail under Note 22 \"Share-Based Payments.\" A
compensation charge is calculated at the date the options are granted. This charge is recognized over the stock option's
vesting period. When the option is exercised, the proceeds received net of any transaction costs are credited to share
capital and share premium.
3.11\u00a0 Taxation
Taxes reported in the consolidated income statements include current and deferred income taxes.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities and are presented net within tax jurisdictions where permitted. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Company
operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date. A deferred tax asset is recognized for deductible temporary differences and unused tax losses (tax credits)
carried forward, to the extent that it is probable that future taxable profits will be available.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are
recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Income tax exposure
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and
timing of future taxable income. Given the wide range of international business relationships and the long-term nature and
complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or
future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.
The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax
authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such
as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the
responsible tax authority. Such differences of Interpretation may arise on a wide variety of issues depending on the
conditions prevailing in the respective Company's domicile.
3.12\u00a0 Financial Instruments - Recognition and Initial Measurement
The Company's financial assets include cash and short-term deposits, trade accounts receivable, loan and other
receivables, quoted and unquoted financial instruments, and derivative financial instruments. The Company's financial
liabilities include trade and other payables, loans and borrowings, and derivative financial instruments.
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets
and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the
instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly
attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at
the transaction price.
3.13\u00a0 Financial Instruments - Classification and Subsequent Measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortized costs; fair value through other
comprehensive income (FVOCI) - debt investment; FVOCI - equity investment; or fair value through profit or loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model
for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as an
FVTPL:
\u2022 it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
\u2022 it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets (see Note 26). On initial recognition, the Company may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as measured at FVTPL
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise (IFRS 9, para 4.1.5). As
of December 31, 2022, we have not made this election.
Financial assets - Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio
level because this best reflects the way the business is managed and information is provided to management. The
information considered includes:
\u2022 the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management\u2019s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
\u2022 how the performance of the portfolio is evaluated and reported to the Company\u2019s management;
\u2022 the risks that affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;
\u2022 how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
\u2022 the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for
this purpose, consistent with the Company\u2019s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are
measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition.
\u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the
contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment,
the Company considers:
\u2022 contingent events that would change the amount or timing of cash flows;
\u2022 terms that may adjust the contractual coupon rate, including variable-rate features;
\u2022 prepayment and extension features; and
\u2022 terms that limit the Company\u2019s claim to cash flows from specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include
reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that
substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
Financial assets - Classification, subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognized in profit or loss. However, see Note 26 for derivatives designated as
hedging instruments.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The
amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in
profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective
interest method, foreign exchange gains and losses and impairment are recognized in profit or loss.
Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in
OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net
gains and losses are recognized in OCI and are never reclassified to profit or loss.
At December\u00a031, 2023, $81.0 million of commercial paper held as current financial assets, all unquoted equity securities
held as non-current financial assets, and current and non-current derivative financial instruments are measured at FVTPL. All
other financial assets are measured at amortized cost.
The Company does not hold any debt or equity investments at FVOCI as of December\u00a031, 2023.
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL
are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other
financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
At December\u00a031, 2023, current and non-current derivative financial instruments are measured at FVTPL, with additional
disclosures in Note 25 \"Fair Value Measurements.\" All other financial liabilities are measured at amortized cost.
See Note 26 for financial liabilities designated as hedging instruments.
3.14\u00a0 Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its balance sheet, but retains either all or
substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not
derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The
Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non\u2011cash assets transferred or liabilities assumed) is recognized in profit or loss.
3.15\u00a0 Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when,
the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realize the asset and settle the liability simultaneously.
3.16\u00a0 Derivative Financial Instruments and Hedge Accounting
The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a
financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value,
and changes therein are generally recognized in profit or loss.
At inception of designated hedging relationships, the Company documents the risk management objective and strategy for
undertaking the hedge. The Company also documents the economic relationship between the hedged item and the
hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected
to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the
derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value
of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative
is recognized immediately in profit or loss.
The Company designates only the change in fair value of the spot element of forward exchange contracts as the hedging
instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange
contracts (\u2018forward points\u2019) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve
within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the
amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the
non-financial item when it is recognized.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve
is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect
profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is
exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial item\u2019s cost on its initial
recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the
hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a
net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging
instrument or, for a non-derivative, foreign exchange gains and losses is recognized in OCI and presented in the
translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign
exchange gains and losses on the non-derivative is recognized immediately in profit or loss. The amount recognized in
OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.
3.17\u00a0 Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments
that are short-term and highly liquid with an original maturity of less than three months at the date of purchase.
(in thousands)
\u00a0
2023
2022
Cash at bank and on hand
\u00a0
$86,616
$121,916
Money market funds
481,360
289,394
Commercial paper
9,982
94,828
Short-term bank deposits
89,362
224,133
Cash and cash equivalents
\u00a0
$667,320
$730,271
3.18\u00a0 Inventories
Inventories are stated at the lower of cost and net realizable value. The moving average method of valuation is used. The
cost of work in process and finished goods includes raw materials, direct labor and production overhead expenditure
based upon normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of
business less the cost of completion and distribution expenses. At December\u00a031, 2023\u00a0 and 2022, no inventory was
recorded at net realizable value. Provisions are established for slow-moving and obsolete inventory. No inventory is
pledged as collateral as of December\u00a031, 2023 and 2022.
(in thousands)
\u00a0
2023
2022
Raw materials
\u00a0
$91,204
$97,613
Work in process
\u00a0
94,736
85,488
Finished goods
\u00a0
211,972
175,386
Total inventories, net
\u00a0
$397,912
$358,487
Included in inventories as of December\u00a031, 2023 are $38.2 million (2022: $34.4 million) of inventory provisions. The
movement in inventory provisions was recorded under cost of sales. For the years ended December\u00a031, 2023 and 2022,
cost of sales included cost of inventory sold of $292.5 million and $300.4 million, respectively.
3.19\u00a0 Property, Plant and Equipment
Property, plant and equipment are stated at cost of acquisition or construction cost less accumulated depreciation and
accumulated impairment in value. Depreciation is computed using the straight-line and declining balance methods over the
following estimated useful lives of the assets:
Buildings and leasehold improvements
up to 60 years
Machinery and equipment
3-10 years
Furniture and office equipment
3-10 years
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate. Land is
not depreciated. Construction costs include borrowing costs and operating expenses that are directly attributable to items
of property, plant and equipment capitalized during construction. Subsequent expenditure on an item of property, plant
and equipment is capitalized at cost only when it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably. Repair and maintenance costs are expensed as
incurred. Gains and losses on disposal or retirement of items of property, plant and equipment are determined by
comparing the proceeds received with the carrying amounts and are included in the consolidated income statements. The
asset's residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at each
financial year end.
3.20\u00a0 Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Company as a lessee
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the company. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on
a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
\u2022 fixed payments, including in-substance fixed payments, less any lease incentives received;
\u2022 variable lease payments that are based on an index or a rate;
\u2022 amounts expected to be payable to the lessee under residual value guarantees;
\u2022 the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
\u2022 payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee's incremental borrowing rate at the lease commencement date is used, which is based on an assessment of interest
rates the company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset
and location, collateral, market terms and conditions, as applicable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is
recognized in the income statement over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
Right-of-use assets are measured at cost comprising the following:
\u2022 the amount of the initial measurement of the lease liability;
\u2022 any lease payments made at or before the commencement date less any lease incentives received;
\u2022 any initial direct costs; and
\u2022 restoration costs.
The company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised. The company applies judgement in evaluating whether it is reasonably
certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to
exercise the renewal.
The company leases various items of real estate, vehicles and other equipment. Rental contracts are typically made for
fixed periods but may have extension or termination options.
Company as a lessor
When the company acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating
lease. Leases in which the company does not transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as operating leases. The company recognizes lease payments received under operating leases as
income on a straight-line basis over the lease terms in the Income Statement.
3.21\u00a0 Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is its fair value as at the date of acquisition. Expenditure on acquired technology rights, patents,
trademarks and licenses are capitalized as intangible assets when it is probable that future economic benefits will flow to
the Company and the cost can be measured reliably. Following initial recognition, intangible assets are carried at cost less
any accumulated amortization and any accumulated impairment losses.
Through business combinations, the Company may acquire a variety of intangible assets which either will be or are
amortized based on the nature and use of the assets. Amortization expense related to developed technology and patent
and license rights acquired in a business combination is included in cost of sales. Amortization of trademarks and customer
base acquired in a business combination is recorded in sales and marketing expense. For intangible assets not acquired in
business combinations, amortization expense is recorded within cost of sales, research and development, or sales and
marketing line items based on the nature and use of the asset.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are
amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life
are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate,
and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in the income statement in the expense category consistent with the function of the intangible asset.
Developed technology, patents and license rights, computer software, development costs and other intellectual properties
are amortized on a straight-line basis over their estimated useful lives as follows:
Developed technology, patents and license rights
5-15 years
Computer software
3-20 years
Development costs
3-5 years
Other intellectual properties
5-15 years
3.22\u00a0 Impairment
Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) for trade receivables, contract assets, and debt
investments carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation
of the original effective interest rate.
ECLs are recognized in two stages. For credit risk exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
next 12 months (12-month ECLs). The company considers a financial asset to be in default when the counterparty is unlikely
to pay its credit obligations to the company in full or when the financial asset is past due. For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime ECLs). When
determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis, based on the company's historical experience and informed
credit assessment and including forward-looking information, such as forecast economic conditions.
The Company assesses the allowance for doubtful accounts by applying the IFRS 9 simplified approach to measuring
expected credit losses (ECLs), which uses the lifetime ECL allowance. To measure the ECLs on trade receivables, the
Company considers any credit-risk concentration, collective debt risk based on historical losses, specific circumstances
considering the market information on a country specific basis, and other forward looking information. Trade receivables
are written off when there is no reasonable expectation of recovery of the asset (for example, because of bankruptcy).
Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or the Company's assets. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.
Impairment losses are recognized in the income statement in those expense categories consistent with the function of the
impaired asset, except for property previously revalued where the revaluation was taken to other comprehensive income. In
this case, the impairment is also recognized in other comprehensive income up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the
Company estimates the asset's or cash-generating unit's recoverable amount. A previously recognized impairment loss is
reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the
asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
Goodwill
Goodwill is subject to impairment tests annually, as of October 1, or earlier if indicators of potential impairment exist. We
assess goodwill for impairment at least annually in the absence of an indicator of possible impairment and immediately
upon an indicator of possible impairment.
Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-
generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than their
carrying amount an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as of October 1 either individually or at the
cash-generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired.
3.23\u00a0 Provisions
Provisions are recognized by the Company when a present legal or constructive obligation exists as a result of past events,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount of the obligation can be made. Where the effect of the time value of money is material, the
amount of a provision is the present value of the expenditures expected to be required to settle the obligation. Where
discounting is used, the increase in the provision due to the passage of time is recognized as a financing cost.
The Company provides warranties on products against defects in materials and workmanship for a period of one year. A
provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product
warranty obligations are included in other current liabilities in the balance sheet. Additionally, we typically provide limited
warranties with respect to our services. Refer to Note 14 \"Provisions\" for changes in the carrying amount of the warranty
provision for 2023.
Acquisition related provisions are costs recognized separately from the purchase price of a business combination. These
costs primarily relate to personnel and consulting costs to effect the business combination and subsequent integration. Refer
to Note 14 \"Provisions\" for changes in the carrying amount of the acquisition related provision for 2023.
3.24\u00a0 Reportable Segment
We determined that we operate as one reportable segment. Our chief operating decision maker (CODM)\u00a0makes decisions
based on the Company as a whole. In addition, we have a common basis of organization and types of products and
services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one cash-
generating unit.
3.25\u00a0 Statement of Cash Flows
The statement of cash flows provides an explanation of the changes in cash and cash equivalents. It is prepared on the
basis of a comparison of the balance sheet as of January 1 and December 31 using the indirect method. Investing and
financing transactions that do not require the use of cash or cash equivalents have been excluded from the cash flow
statement.
Significant Accounting Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next year are described below.
Purchase Price Allocation
The purchase price allocation for acquisitions requires extensive use of accounting estimates and judgments to allocate the
purchase price to the identifiable tangible and intangible assets acquired, including in-process research and development,
and liabilities assumed based on their respective fair values. An acquisition may include contingent consideration as part
of the purchase price. Contingent consideration is accounted for at fair value at the acquisition date with subsequent
changes to the fair value being recognized in earnings. Additionally, we must determine whether an acquired entity is
considered to be a business or a set of net assets, because a portion of the purchase price can only be allocated to
goodwill in a business combination.
We have made several acquisitions in recent years. The purchase prices for the acquisitions were allocated to tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. We
engaged an independent third-party valuation firm to assist us in determining the estimated fair values of in-process
research and development and identifiable intangible assets. Such a valuation requires significant estimates and
assumptions, including but not limited to determining the timing and estimated costs to complete the in-process projects,
projecting regulatory approvals, estimating future cash flows, and developing appropriate discount rates. We believe the
estimated fair values of contingent consideration and assets acquired and liabilities assumed are based on reasonable
assumptions. However, the fair value estimates for the purchase price allocations may change during the allowable
allocation period, which is up to one year from the acquisition dates, if additional information becomes available.
Fair Value Measurements
We have categorized our assets and liabilities that are measured at fair value, based on the priority of the inputs to the
valuation techniques, in a three-level fair value hierarchy: Level\u00a01 - using quoted prices in active markets for identical assets
or liabilities; Level 2 - using observable inputs other than quoted prices; and Level 3 \u2013 using unobservable inputs.\u00a0We
primarily apply the market approach for recurring fair value measurements, maximize our use of observable inputs and
minimize our use of unobservable inputs.\u00a0We utilize the mid-point price between bid and ask prices for valuing the
majority of our assets and liabilities measured and reported at fair value.\u00a0In addition to using market data, we make
assumptions in valuing assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the
valuation technique.
Certain of our derivative instruments, which are classified in Level 2 of the fair value hierarchy, are valued using industry-
standard models that consider various inputs, including time value, volatility factors, and current market and contractual
prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are
observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are
supported by observable prices at which transactions are executed in the marketplace.
Certain of our acquisitions involve contingent consideration, the payment of which is contingent on the occurrence of future
events. Contingent consideration is classified in Level 3 of the fair value hierarchy and is initially recognized at fair value
as a cost of the acquisition. After the acquisition, the contingent consideration liability is remeasured each reporting period.
The fair value of contingent consideration is measured predominantly on unobservable inputs such as assumptions about
the likelihood of achieving specified milestone criteria, projections of future financial performance, assumed discount rates
and assumed weightings applied to potential scenarios in deriving a probability weighted fair value. Significant judgment
is used in developing these estimates and assumptions both at the acquisition date and in subsequent periods. If actual
events differ from management's estimates, or to the extent these estimates are adjusted in the future, our financial
condition or results of operations could be affected in the period of any change.
For other fair value measurements, we generally use an income approach to measure fair value when there is not a market
observable price for an identical or similar asset or liability.\u00a0This approach utilizes management\u2019s best assumptions
regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk-adjusted
discount rate.
Impairment of Goodwill and Intangible Assets
Assets are tested or reviewed for impairment in accordance with the accounting policy stated under Note 3.22
\"Impairment.\"
In the fourth quarter of 2023, we performed our annual impairment assessment of goodwill (using data as of October\u00a01,
2023). We performed our goodwill impairment testing on a single cash-generating unit basis which is consistent with our
reporting structure. In testing for potential impairment, we measured the estimated fair value of the cash-generating unit
based upon discounted future operating cash flows using a discount rate reflecting our estimated average cost of funds.
Differences in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal five-year projections. Our
projections were based on recent sales data for existing products, planned timing of new product launches, and customer
commitments related to new and existing products. We performed a series of sensitivity analyses on our calculation by
varying key inputs individually including a decrease in projected future cash flows and growth rates and an increase in the
weighted average cost of capital to a +/-10% threshold and found no material impact on the value of goodwill. We
concluded that no impairment existed at October 1, 2023 or through December\u00a031, 2023.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our
estimates.
Development Costs
Development costs are capitalized in accordance with the accounting policy stated under research and development in
Note 3.6 \"Operating Expenses\" above. Assessing whether the development costs qualify for capitalization requires
management to make assumptions regarding the expected future cash generation of the assets, discount rates to be
applied and the expected period of benefits. Periodically, and at least annually, management assesses whether there are
indications that projects may be impaired and if impairment indicators exist, management reviews the carrying amount of
the projects and performs a test for impairment.
Income Taxes
The Company is subject to income taxes in numerous jurisdictions that require estimates to be made based on
interpretations of laws or regulations. Various internal and external factors, such as changes in tax laws, regulations and
rates, changing interpretations of existing tax laws or regulations, future level of research and development spending and
changes in overall levels of pre-tax income may have favorable or unfavorable effects on the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred tax assets are recognized in accordance with the accounting policy stated in Note 3.11 \"Taxation.\" Deferred tax
assets are recognized for net operating loss carry-forwards to the extent that it is probable that taxable profit will be
available against which the losses can be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized based upon the likely timing and level of future taxable profits.
Share-Based Payments - Stock Options
The Company utilizes the Black-Scholes-Merton valuation model for estimating the fair value of its stock options as stated
under Note 22 \"Share-Based Payments.\" Option valuation models, including Black-Scholes-Merton, require the input of
highly subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an
award.
Share-Based Payments - Restricted Stock Units and Performance Stock Units
Restricted stock units and performance stock units represent rights to receive Common Shares at a future date. The fair
market value is determined based on the number of stock units granted and the fair market value of our shares on the grant
date. The fair market value at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense
over the vesting period. We grant performance-based stock units subject to performance periods of one-year up to three
years. Thus the estimates of performance achieved during the performance period may be subject to significant changes
from period to period as the performance is completed.
4. Revenue
Nature of Goods and Services
Our revenues are reported net of sales and value-added taxes and accruals for estimated rebates and returns and are
derived primarily from the sale of consumable and instrumentation products, and to a much lesser extent, from the sale of
services, intellectual property and technology. Revenue is recognized upon transfer of control of promised products or
services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or
services. From time to time, we enter into contracts that can include various combinations of products and services, which
are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to
performance obligations based on their relative stand-alone selling prices.
We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything
beyond ensuring that the product is functioning as intended. Based on the guidance in IFRS 15, assurance-type warranties
do not represent separate performance obligations. The Company also sells separately-priced service contracts which
qualify as service-type warranties and represent separate performance obligations.
We sell our products and services both directly to customers and through distributors generally under agreements with
payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore contracts do not
contain a significant financing component.
Consumable and Related Revenue
Consumable Products: In the last three years, revenue from consumable product sales has accounted for between
78-81% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a
customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single
consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we
recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment
of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so
this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive
in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.
Related Revenue: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property
and patent sales, royalties and milestone payments and over the last three years has accounted for between 7-10% of our
net sales.
SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract
period without taking possession of the software, is recognized over the duration of the agreement unless the terms of
the agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.
Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are
sold as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software
is made available to the customer or the beginning of the license term. When a portion of the transaction price is
allocated to a performance obligation to provide support and/or updates, revenue is recognized as the updates/
support are provided, generally over the life of the license. Fees from research collaborations include payments for
technology transfer and access rights. Royalties from licensees of intellectual property are based on sales of licensed
products and revenues are recognized at the later of (i) when the related sales occur, or (ii) when the performance
obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).\u00a0
Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes
development milestone payments, which represent variable consideration, we evaluate whether the milestones are
probable of being reached and estimate the amount to be included in the transaction price using the most likely
amount method.\u00a0If it is probable that a significant revenue reversal would not occur, the associated milestone value is
included in the transaction price.\u00a0Milestone payments that are not within our control, such as milestones which are
achieved through regulatory approvals, are considered to be constrained and excluded from the transaction price until
the required approvals are received.\u00a0Revenue is recognized following the input method as this is considered to best
depict the timing of the transfer of control. This involves measuring actual hours incurred to date as a proportion of the
total budgeted hours of the project. At the end of each subsequent reporting period, the proportion of completion is
trued-up. We also re-evaluate the probability of achievement of development milestones and any related constraint on
a periodic basis and, if necessary, adjust our estimate of the overall transaction price.\u00a0Any such adjustments are
recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.
Instruments
Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation
services, such as extended warranty services or product maintenance contracts and, over the last three years, has
accounted for 12% of net sales. Revenue from instrumentation equipment is recognized when the customer obtains control
of the instrument which is predominantly at the time of delivery or upon customer acceptance, where applicable. Service
revenue is recognized over the term of the service period as the customers benefit from the service throughout the service
period. Revenue related to services performed on a time-and-materials basis is recognized when performed.
Contract Estimates
The majority of our revenue is derived from contracts (i) with an original expected length of one year or less and (ii)
contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We
have elected the practical expedient not to disclose the value of remaining performance obligations associated with these
types of contracts.
However, we have certain companion diagnostic co-development contracts to provide research and development activities
in which our performance obligations extend over multiple years. As of December\u00a031, 2023, remaining performance
obligations totaled $55.5 million for which the transaction price is not constrained related to these contracts which we
expect to recognize over the next 12 to 18 months.
Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue
pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized
as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled
receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.
Contract assets as of December\u00a031, 2023 and 2022 totaled $15.0 million and $9.8 million, respectively, and are
included in other current assets in the accompanying consolidated balance sheets and relate to the companion diagnostic
co-development contracts discussed above.
Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is
recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of
December\u00a031, 2023 and 2022, contract liabilities totaled $82.1 million and $84.2 million, respectively, of which $66.4
million and $69.0 million is included in other current liabilities, respectively, and $15.7 million and $15.2 million in
included in other non-current liabilities, respectively. During the years ended December\u00a031, 2023 and 2022, we satisfied
the associated performance obligations and recognized revenue of $66.8 million and $57.6 million, respectively, related
to advance customer payments previously received.
Disaggregation of Revenue
We disaggregate our revenue based on product type and customer class as shown below for the years ended
December\u00a031, 2023 and 2022:
(in thousands)
2023
2022
Consumables and related revenues
$951,366
$1,031,293
Instruments
84,111
96,436
Molecular Diagnostics
1,035,477
1,127,729
Consumables and related revenues
774,847
859,133
Instruments
154,987
156,158
Life Sciences
929,834
1,015,291
Total net sales
$1,965,311
$2,143,020
Additionally, we disaggregate our revenue based on product category as shown below for the years ended December\u00a031,
2023 and 2022:
(in thousands)
2023
2022
Sample technologies
$662,991
$798,434
Diagnostic solutions
697,630
660,879
PCR / Nucleic acid amplification
300,204
390,804
Genomics / NGS
238,910
224,797
Other
65,576
68,106
Total net sales
$1,965,311
$2,143,020
Refer to Note 21 \"Reportable Segment\" for disclosure of revenue by geographic region.
5. Acquisitions
We undertake acquisitions to complement our own internal product development activities. Our acquisitions have
historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations
of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as sales force,
business service centers, distribution channels and customer relations, to expand sales of an acquired business' products;
use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of
duplicative facilities, functions and staffing. For acquisitions which have been accounted for as business combinations, the
acquired companies\u2019 results have been included in the accompanying consolidated income statements from their respective
dates of acquisition.
2023 Business Combination
On January 3, 2023, we acquired 100% of the shares of Verogen, Inc., a leader in the use of next-generation sequencing
(NGS) technologies to drive the future of human identification (HID) and forensic investigation. Verogen, a privately held
company founded in 2017 and based in San Diego, California, supports the global human identification community with
NGS tools and professional services to help resolve criminal and missing-persons cases. The cash consideration, net of
cash acquired was $149.5 million. The acquisition is not significant to the overall consolidated financial statements and as
of September 30, 2023, the allocation of the purchase price was final. At the acquisition date, all the assets acquired and
liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the
operating results from the acquired company from the acquisition date. The acquisition did not have a material impact to
net sales, net income or earnings per common share and therefore no pro forma information has been provided herein.
2022 Business Combination
On May 11, 2022, we acquired 100% of BLIRT S.A., a supplier of standardized and customized solutions for proteins and
enzymes as well as molecular biology reagents located in Gda\u0144sk, Poland. Its offering includes proteins and enzymes that
are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was
$63.7 million. The acquisition was not significant to the overall consolidated financial statements. At the acquisition date,
all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of
operations include the operating results from the acquired company from the acquisition date. The acquisition did not have
a material impact to net sales, net income or earnings per common share and therefore no pro forma information has been
provided herein.
6. Restructuring
As part of our restructuring activities, we incur expenses that qualify as constructive obligations under IAS 37 arising from a
restructuring program including severance and employee costs, contract and other costs (primarily contract termination
costs), inventory write-offs and other implementation costs primarily related to consulting fees. Personnel costs (principally
termination benefits) primarily relate to cash severance and other termination benefits including accelerated share-based
compensation. We also incur expenses that are an integral component of, and are directly attributable to, our restructuring
activities which do not qualify as constructive obligations under IAS 37. These expenses consist of asset-related costs such
as intangible asset impairments and other asset related write-offs.
Termination benefits are recorded when it is probable that employees will be entitled to benefits and the amounts can be
reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the
similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits. Other
benefits which require future service and are associated to non-recurring benefits are recognized ratably over the future
service period. Other assets, including inventory, are impaired or written-off if the carrying value exceeds the fair value. All
other costs are recognized as incurred.
2022 Restructuring Plan
During the fourth quarter of 2022, we initiated a restructuring plan to discontinue our third-party instrument service business
and realign certain management positions and personnel in order to improve the overall management structure.
The table below shows the pre-tax restructuring charges recorded in 2023 and 2022 in the accompanying consolidated
income statements.
(in thousands)
2023
2022
Cost of sales
$\u2014
$391
Restructuring, acquisition, integration and other, net
6,095
4,612
Total restructuring charges
$6,095
$5,003
Cost of sales charges in 2022 were for inventory write-downs.
A summary of the restructuring liability, which is recorded in other current liabilities in the accompanying consolidated
balance sheets, as of December\u00a031, 2023 and 2022 is as follows:
(in thousands)
Personnel related
Contract and
other costs
Total
Liability at December 31, 2021
$\u2014
$\u2014
$\u2014
Cost incurred in 2022
4,121
491
4,612
Foreign currency translation adjustment
24
3
27
Liability at December 31, 2022
$4,145
$494
$4,639
Costs incurred in 2023
6,604
160
6,764
Release of accruals
(662)
(7)
(669)
Payments
(3,667)
(500)
(4,167)
Foreign currency translation adjustment
137
\u2014
137
Liability at December 31, 2023
$6,557
$147
$6,704
No further charges related to this program are expected to be incurred in 2024.
7. Financial Assets
(in thousands)
2023
2022
Current financial assets:
Unquoted debt securities
$389,698
$607,997
Quoted debt securities
\u2014
79,600
Total current financial assets
389,698
\u00a0
687,597
Non-current financial assets:
Unquoted equity securities
4,435
\u00a0
5,329
Total non-current financial assets
4,435
\u00a0
5,329
Total financial assets
$394,133
\u00a0
$692,926
At December\u00a031, 2023 , we held unquoted debt securities of $389.7 million. At December\u00a031, 2022 , we held unquoted
debt securities valued at $608.0 million and quoted debt securities of $79.6 million.
Unquoted Debt Securities
The unquoted debt securities are highly liquid deposits and fixed-income securities consisting of money market deposits and
commercial paper due from financial and nonfinancial institutions. These instruments are classified as current assets in the
accompanying balance sheet as they have an original maturity of less than one year.
Money market deposits are interest-bearing deposit accounts, valued at amortized cost with interest income accrued as
earned. Interest income is determined using the simple interest rate method.
Investments in commercial paper, a marketable debt security, are financial assets accounted for at amortized cost. Interest
income is calculated and accrued using the effective interest method.
(in thousands)
2023
2022
Balance at beginning of the year
$607,997
$184,785
Unquoted debt securities acquired
839,399
1,118,317
Unquoted debt securities redeemed
(1,054,946)
(694,026)
Loss on sales of unquoted debt securities
\u2014
(6,230)
Interest redeemed
(15,661)
\u2014
Additions from accrued interest
11,669
5,151
Foreign currency translation adjustment
1,240
\u2014
Balance at end of the year
$389,698
$607,997
Quoted Debt Securities
The quoted debt securities are fixed-income securities consisting of commercial paper due from financial and nonfinancial
institutions. Investments in commercial paper, a marketable debt security, are financial assets accounted for at amortized
cost. Interest income is calculated and accrued using the effective interest method.
(in thousands)
2023
2022
Balance at beginning of the year
$79,600
$\u2014
Quoted debt securities acquired
137,049
267,611
Quoted debt securities redeemed
(215,605)
(189,056)
Interest redeemed
(4,395)
\u2014
Additions from accrued interest
3,351
1,045
Balance at end of the year
$\u2014
$79,600
Unquoted Equity Securities
At December\u00a031, 2023 and 2022, we had investments in non-publicly traded companies that do not have readily
determinable fair values with carrying amounts that totaled $4.4 million and $5.3 million, respectively. These investments
are required to be accounted for at fair value through profit and loss unless the investment is not held for trading, and the
holder elects at initial recognition to account for it at fair value through other comprehensive income. As this election has
not been made, these investments are accounted for at fair value through profit and loss in other financial results.
There was no observable fair value change in these unquoted equity investments during 2023. All other changes in these
investments for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$5,329
$3,945
Impairments
(4,158)
\u2014
Cash investments in equity securities, net
491
52
Shares received in exchange for services performed
2,604
1,475
Foreign currency translation adjustments
169
(143)
Balance at end of year
$4,435
$5,329
During 2023, we fully impaired an investment following adverse changes in an investee's solvency that indicated that the
carrying value was no longer recoverable. The impairment of $4.2 million is recorded in other financial results in the
accompanying consolidated income statement.
We made additional investments of $0.5 million and $0.1 million in unquoted equity securities for the years ended
December\u00a031, 2023 and 2022, respectively. Additionally, during 2023 and 2022, we received shares amounting to
$2.6 million and $1.5 million, respectively, as payment for services performed.
8. Trade Accounts Receivable
We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with
respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts
receivable are non-interest bearing and mostly have payment terms of 30 to 90 days. Notes receivable are non-interest
bearing and mostly have payment terms of up to one year.
(in thousands)
2023
2022
Trade accounts receivable
$395,568
$340,194
Notes receivable
3,605
6,436
Allowance for doubtful accounts
(17,296)
(22,880)
Total trade accounts receivable, net
$381,877
$323,750
The changes in the allowance for doubtful accounts are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$22,880
$23,124
Additions charged to expense
(2,873)
4,483
Deductions from allowance(1)
(2,378)
(2,685)
Currency translation adjustments and other
(333)
(2,042)
Balance at end of year
$17,296
$22,880
(1) Write-offs for which an allowance was previously provided.
9. Other Current and Non-current Assets
Other current assets at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
Notes
2023
2022
Cash collateral
(26)
$87,666
$21,083
Income taxes receivable
(17)
60,639
53,394
Other receivables
38,166
19,016
Value-added tax
19,911
28,130
Prepaid expenses
18,832
20,994
Contract assets
(4)
15,039
9,768
Total other current assets
$240,253
\u00a0
$152,385
Other non-current assets at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
2023
2022
Other non-current assets
$21,539
$15,095
Prepaid licenses and royalties
7,797
8,585
Non-current deposits and escrow payments
3,852
3,396
Prepayment of intangibles
121
851
Total other non-current assets
$33,309
$27,927
10. Property, Plant and Equipment
Cost (in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office
equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2022
$343,615
$343,969
$106,016
$54,950
$92,064
$940,614
IAS 29 Hyperinflationary accounting
\u2014
6,607
863
251
\u2014
7,721
Currency adjustments
(12,059)
(20,480)
(5,041)
(4,176)
(4,415)
(46,171)
Additions
344
28,827
7,168
439
48,186
84,964
Business combinations
976
1,545
23
\u2014
76
2,620
Disposals
(16,120)
(86,216)
(27,457)
(6,510)
(1,684)
(137,987)
Transfers
25,738
26,541
9,594
1,078
(62,951)
\u2014
December 31, 2022
342,494
300,793
91,166
46,032
71,276
851,761
Currency adjustments
7,370
4,486
2,072
981
1,726
16,635
Additions
52
24,710
5,871
2,745
37,757
71,135
Business combinations
\u2014
547
\u2014
\u2014
\u2014
547
Disposals
(256)
(39,047)
(10,603)
(926)
(1,891)
(52,723)
Transfers
8,415
24,760
3,552
2,395
(39,122)
\u2014
December 31, 2023
$358,075
$316,249
$92,058
$51,227
$69,746
$887,355
Accumulated depreciation (in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office
equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2022
($117,292)
($238,425)
($75,549)
($17,975)
($16)
($449,257)
IAS 29 Hyperinflationary accounting
\u2014
(3,920)
(555)
(100)
\u2014
(4,575)
Currency adjustments
4,269
14,144
3,160
1,075
1
22,649
Depreciation
(8,619)
(33,535)
(10,672)
(4,661)
\u2014
(57,487)
Impairment losses
\u2014
(141)
\u2014
\u2014
\u2014
(141)
Disposals
15,912
79,946
27,249
6,510
15
129,632
December 31, 2022
(105,730)
(181,931)
(56,367)
(15,151)
\u2014
(359,179)
Currency adjustments
(2,138)
(1,942)
(1,399)
(99)
\u2014
(5,578)
Depreciation
(6,562)
(26,700)
(11,913)
(5,088)
\u2014
(50,263)
Disposals
256
36,712
10,457
924
\u2014
48,349
December 31, 2023
(114,174)
(173,861)
(59,222)
(19,414)
\u2014
(366,671)
Net book value (in thousands)
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
December 31, 2022
$236,764
$118,862
$34,799
$30,881
$71,276
$492,582
December 31, 2023
$243,901
$142,388
$32,836
$31,813
$69,746
$520,684
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate.
Impairment of $0.1 million during 2022 was related to our business in Russia. No property, plant and equipment was
pledged as security against non-current financial debts at December\u00a031, 2023 and 2022.
Construction in progress primarily includes amounts related to projects to expand production lines and increase the
capacity of manufacturing as well as ongoing software development projects. For the year ended December\u00a031, 2023,
interest capitalized in connection with these projects totaled $1.2 million. No significant interest was capitalized for the
year ended December\u00a031, 2022.
Additions to purchases property, plant and equipment of $71.1 million include $37.8 million of additions that were
accrued as of December\u00a031, 2023 together with $33.3 million of cash paid for additions during the year ended
December\u00a031, 2023. Net cash paid for property, plant and equipment totaled $41.4 million, of which $11.7 million is
related to current year payments for assets that were accrued as of December\u00a031, 2022 partially offset by $2.7 million on
foreign currency translation adjustments and $0.9 million from grant proceeds, net of purchases of related assets
11. Equity Accounted Investments
We have made strategic investments in certain companies that are accounted for using the equity method of accounting.
The method of accounting for an investment depends on the level of influence. We hold investments in entities where,
though we lack a controlling financial interest, we do have rights to direct the relevant activities including the power to
appoint key management personnel, and therefore have concluded that we have significant influence over these
investments. We monitor changes in circumstances that may require a reassessment of the level of influence. We
periodically review the carrying value of these investments for impairment, considering factors such as the most recent stock
transactions and book values from the recent financial statements. Amounts from equity method investments considered in
the financial statements are as follows:
(in thousands)
\u00a0
Equity\u00a0investments
as\u00a0of\u00a0December\u00a031,
Share of income (loss)
for\u00a0the\u00a0years\u00a0ended\u00a0December\u00a031,
Ownership
percentage
2023
2022
2023
2022
PreAnalytiX GmbH
50.00%
$3,422
$6,856
$4,977
$4,377
Apis Assay Technologies Ltd
19.90%
2,408
4,102
(1,694)
389
TVM Life Sciences Ventures III
3.10%
7,198
3,872
947
(901)
Suzhou Fuda Business Management and Consulting Partnership
33.67%
2,581
2,608
49
\u2014
Actome GmbH
12.50%
586
779
(216)
(201)
Hombrechtikon Systems Engineering AG
19.00%
(275)
(311)
100
94
$15,920
$17,906
$4,163
$3,758
Of the net $15.9 million of amounts from equity method investments, the investment assets of $16.2 million are included in
equity accounted investments and the amount of $0.3 million, for the investment where we are committed to fund losses, is
included in other non-current liabilities in the accompanying consolidated balance sheet as of December\u00a031, 2023.
Our share of income of $4.2 million in 2023 and $3.8 million in 2022 is included in gain from equity accounted
investments in the accompanying consolidated income statements.
TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity
method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net
asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December\u00a031, 2023 and
2022, we made $2.4 million and $1.1 million, respectively, in additional cash payments to TVM, and, as of
December\u00a031, 2023, have $6.8 million of unfunded commitments through 2029 related to this investment. We do not
have the right to redeem these funds under the normal course of operations of this partnership.
During the years ended December\u00a031, 2023 and 2022, we received dividends of $9.1 million and $7.5 million,
respectively, from PreAnalytix GmbH. These dividends are included in other items, net including fair value changes in
derivatives in the accompanying consolidated statements of cash flows as they are a return on investment and therefore
classified as cash flows from operating activities.
The below tables shows the changes in our equity method investments for the years ended December\u00a031, 2023 and 2022:
(in thousands)
2023
2022
Balance at beginning of year
$17,906
$21,137
Purchases of investments
2,379
1,104
Dividend distribution received
(9,097)
(7,492)
Share of profit
4,163
3,758
Exchange rate differences / other
569
(601)
Balance at end of year
$15,920
$17,906
The table below reflects the financial information (at 100%) of all individually immaterial equity method investments in the
aggregate: None of the equity method investments are considered to be individually material to our financial statements.
(in millions)
Joint Venture
Associates
2023
\u00a0
2022
2023
2022
Total assets
$33.8
\u00a0
$38.5
$263.4
$193.9
Shareholders' equity
$24.9
\u00a0
$27.6
$251.1
$185.8
Net sales
$30.0
\u00a0
$32.6
$21.9
$22.4
Net result
$18.8
\u00a0
$17.7
($8.6)
($0.5)
12. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$2,380,162
$2,376,440
IAS 29 Hyperinflationary accounting
\u2014
1,484
Goodwill acquired during the year
95,136
42,201
Purchase adjustments
(4,350)
(303)
Currency adjustments
32,090
(39,660)
Balance at end of year
$2,503,038
$2,380,162
The changes in the carrying amount of goodwill during the year ended December\u00a031, 2023 resulted primarily from the
acquisition of Verogen, Inc. in January 2023 and foreign currency translation adjustments driven by changes in the euro,
Swiss franc and British pound. The changes in goodwill during the year ended December\u00a031, 2022 resulted primarily from
the acquisition of BLIRT S.A. in May 2022 and foreign currency translation adjustments.
In the fourth quarter of 2023, we performed our annual impairment assessment of goodwill (using data as of October 1,
2023) in accordance with the provisions of IAS 36. No events or changes in circumstances indicated that the acquired
goodwill might be impaired.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit. In testing for potential impairment, we measured the estimated
fair value of the cash-generating unit based upon discounted future operating cash flows using a discount rate reflecting
our estimated average cost of funds.
For impairment testing, the recoverable amount of goodwill allocated to the cash-generating unit (higher of the cash-
generating unit's fair value less selling costs and its value in use) is compared to the carrying amount of the net assets
employed (including goodwill) of the cash-generating unit. Value in use is normally assumed to be higher than the fair
value less selling costs; therefore, fair value less selling costs is only investigated when value in use is lower than the
carrying amount of the cash-generating unit.
Key assumptions used in the value in use calculations
The value in use is calculated based on estimated future cash flow projections expected to result from the use of the cash-
generating unit, discounted using an appropriate long-term pre-tax discount rate. The value in use calculations use cash
flow projections based on financial budgets and models over the projection period (five years) as available for internal
reporting purposes and in accordance with standard valuation practices. The growth rates used are based on industry
growth forecasts for the projected period as well as for the subsequent period (long-term growth rate of 3% in 2023 and
2022). The discount rates used are based on the pre-tax weighted average cost of capital (8.2% in 2023 and 7.5% in
2022) and are verified against external analyst reports.
Sensitivity to changes in assumptions
Changes in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal budgets. Our budgets
were based on recent sales data for existing products, planned timing of new product launches and customer commitments
related to new and existing products. The calculation of value in use is most sensitive to the discount rates and growth rates
used.
Discount rates reflect management's estimate of the risks profile for the respective valuation object. The growth rates used
are based on industry growth forecasts for the projected period as well as for the subsequent period.
We concluded that no impairment existed. We believe that any reasonably possible change in the key assumptions would
not have an impact on reported goodwill. Even if our estimates of projected future cash flows in respect of discount and
growth rates were too high by 10%, there would be no impact on the reported value of goodwill at December\u00a031, 2023.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty and, as additional information becomes known, we may change our
estimates.
Other Intangible Assets
Cost (in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2022
$1,108,406
$329,985
$42,909
$325,817
$1,807,117
IAS 29 Hyperinflationary accounting
\u2014
57
\u2014
\u2014
57
Currency adjustments
(34,776)
(15,818)
(2,107)
(13,920)
(66,621)
Additions
19,585
72,887
8,821
47
101,340
Business combinations
12,186
21
\u2014
5,061
17,268
Disposals
(121,619)
(65,936)
\u2014
(28,300)
(215,855)
December 31, 2022
983,782
321,196
49,623
288,705
1,643,306
Currency adjustments
15,283
9,072
1,667
5,862
31,884
Additions
11,034
108,312
6,605
43
125,994
Business combinations
57,200
\u2014
\u2014
800
58,000
Disposals
(65,943)
(36,722)
(255)
(21,355)
(124,275)
December 31, 2023
$1,001,356
$401,858
$57,640
$274,055
$1,734,909
Accumulated amortization (in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2022
($602,590)
($183,159)
($13,979)
($204,197)
($1,003,925)
IAS 29 Hyperinflationary accounting
\u2014
(35)
\u2014
\u2014
(35)
Currency adjustments
24,374
7,968
837
11,381
44,560
Amortization
(78,584)
(34,099)
(3,358)
(15,130)
(131,171)
Impairment losses
(12,817)
\u2014
\u2014
(12)
(12,829)
Disposals
121,584
58,858
\u2014
28,300
208,742
December 31, 2022
(548,033)
(150,467)
(16,500)
(179,658)
(894,658)
Currency adjustments
(10,223)
(4,393)
(674)
(4,218)
(19,508)
Amortization
(82,839)
(35,351)
(5,383)
(10,916)
(134,489)
Disposals
65,943
33,074
\u2014
21,355
120,372
December 31, 2023
($575,152)
($157,137)
($22,557)
($173,437)
($928,283)
Net book value (in thousands)
December 31, 2022
$435,749
$170,729
$33,123
$109,047
$748,648
December 31, 2023
$426,204
$244,721
$35,083
$100,618
$806,626
During 2022, we recorded a charge to restructuring, acquisition, integration and other, net in the accompanying
consolidated income statements, to fully impair a license with a carrying value of $12.8 million. This license was to use
technology of Ellume Limited, Australia. In connection with Ellume starting insolvency proceedings in September 2022, we
decided to cease all product development and manufacturing activities associated with this license and determined that
there was no alternative use nor recoverable value. Accordingly, the license was fully impaired.
Amortization expense on intangible assets is included in the line items cost of sales, research and development expense,
sales and marketing expense or general and administrative expense in the accompanying consolidated income statements
depending on the nature and use of the asset. In 2023, purchased intangibles amortization related to developed
technology and patent and license rights acquired in a business combination is included in cost of sales in the amount of
$64.2 million (2022: $60.5 million) and purchased intangibles amortization of trademarks and customer base acquired in
a business combination is recorded in sales and marketing expense in the amount of $10.8 million (2022: $14.5 million).
Amortization of capitalized development costs have been recorded to cost of sales in the amount of $5.4 million in 2023
(2022: $3.4 million).
Cash paid for intangible assets excluding development costs during the year ended December\u00a031, 2023 totaled $121.4
million which includes $119.1 million of cash paid for additions during the year ended December\u00a031, 2023 and $2.3
million of current year payments for assets that were accrued as of December\u00a031, 2022.
Intangible additions excluding development costs of $92.5 million includes $83.8 million of cash paid for additions during
the year ended December\u00a031, 2022 together with $7.0 million of additions which were previously recorded as
prepayments and $1.7 million of additions that were accrued as of December\u00a031, 2022. Cash paid for intangible assets
excluding development costs during the year ended December\u00a031, 2022 totaled $93.0 million, of which $4.8 million is
related to current year payments for assets that were accrued as of December\u00a031, 2021 and $4.4 million is related to
prepayments recorded in other non-current assets in accompanying consolidated balance sheet.
13. Leases
Nature of Existing Leases
We have leases primarily for real estate. The leases generally have terms which range from one year to 15 years with
some including options to extend or renew and some including options to early terminate the leases. As of December\u00a031,
2023 and 2022, no such options have been recognized as part of the right-of-use assets and lease liabilities.
Leases can contain variable lease charges based on index like consumer prices or rates. During the years ended
December\u00a031, 2023 and 2022, amounts recorded as variable lease payments not included in the lease liabilities were not
material.
When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in
determining the present value of lease payments.
Supplemental balance sheet and other information related to leases as of December 31 are as follows:
(in thousands,
except lease term and discount rate)
Location in balance sheet
2023
2022
Right-of-use assets
Right-of-use assets
$102,919
$93,982
Office and buildings
$89,122
$83,318
Cars and all other assets
$13,797
$10,664
Current lease liabilities
Other current liabilities
$22,268
$22,220
Non-current lease liabilities
Other non-current liabilities
$79,063
$71,406
Weighted average remaining lease term
6.80 years
6.92 years
Weighted average discount rate
2.85%
2.08%
The components of lease expense for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Amortization of right-of-use assets
$26,592
$25,375
Office and buildings
20,231
19,472
Cars and all other assets
6,361
5,903
Interest on lease liabilities
($2,521)
($1,753)
Supplemental cash flow information related to leases for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from principal portion of lease payments
$26,779
$26,842
Operating cash flows from interest portion of lease payments
2,521
1,753
Total cash outflow for leases
$29,300
$28,595
Maturities of lease liabilities as of December 31 were as follows:
Year ending December 31,
(in thousands)
Lease Liabilities
2024
$25,123
2025
20,876
2026
15,049
2027
11,531
2028
8,162
Thereafter
29,159
Total lease payments
109,900
Less: Imputed interest
(8,569)
Total
$101,331
As of December\u00a031, 2023, we do not have any material leases that have not yet commenced.
14. Provisions
As of December\u00a031, 2023 and 2022, provisions per the accompanying consolidated balance sheets totaled $5.2 million
and $6.0 million, respectively, and included amounts related to our warranty and acquisition related provisions. For all
provisions, it is expected that the respective amounts will be utilized in the next year.
Warranty Provision
In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will
conform to published specifications. Generally, the applicable product warranty period is one year from the date of
delivery of the product to the customer or the date of site acceptance, if required. Additionally, we typically provide limited
warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. At the time
product revenue is recognized, a provision for estimated future warranty costs is recorded in cost of sales based on
historical experience. We periodically review the provision and adjust, if necessary, based on actual experience and
estimated costs to be incurred. We believe our warranty reserves as of December\u00a031, 2023 and 2022 appropriately
reflect the estimated cost of such warranty obligations. The changes in the carrying amount of warranty obligations for the
years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$4,899
$6,324
Provision charged to cost of sales
3,947
4,606
Usage
(3,451)
(4,517)
Adjustments to previously provided warranties, net
(1,501)
(1,277)
Currency translation adjustment
50
(237)
Balance at end of year
$3,944
$4,899
Acquisition Related Provisions
The provision for acquisition relates to restructuring programs and similar arrangements for personnel and related expected
costs. These provisions generally have a term of one to two years.
(in thousands)
2023
2022
Balance at beginning of year
$1,068
$391
Provision charged to expenses
3,689
3,736
Usage
(3,455)
(3,061)
Currency translation adjustment and other
\u2014
2
Balance at end of year
$1,302
$1,068
15. Other Current and Non-current Liabilities
Other current liabilities at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
Notes
2023
2022
Payroll and related accrued liabilities
$81,377
$99,885
Accrued expenses
70,007
62,469
Deferred revenue
(4)
66,432
69,000
Other liabilities
56,657
51,315
Current lease liabilities
(13)
22,268
22,220
Accrued contingent consideration and milestone payments
(25)
18,359
8,181
Income tax payable
(17)
12,475
13,980
Accrued royalties
(20)
9,699
12,877
Accrued interest on non-current financial debt
(16)
8,518
5,431
Cash collateral liability
(26)
5,440
21,755
Advanced license payments
63
1,905
Total other current liabilities
$351,295
$369,018
Other non-current liabilities at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
Notes
2023
2022
Accrued expenses
$85,830
$91,175
Non-current lease liabilities
(13)
79,063
71,406
Deferred revenue
(4)
15,676
15,244
Non-current employee benefit obligations
14,029
12,355
Accrued contingent consideration
\u2014
9,907
Advanced license payments
\u2014
388
Other non-current liabilities
$194,598
$200,475
16. Financial Debts
At December\u00a031, 2023 and 2022, total non-current financial debts, net of debt issuance costs of $4.0 million and $6.6
million, respectively, consist of the following:
(in thousands)
2023
2022
0.500% Senior Unsecured Cash Convertible Notes due 2023
$\u2014
$389,552
1.000% Senior Unsecured Cash Convertible Notes due 2024
483,019
464,331
0.000% Senior Unsecured Convertible Notes due 2027
443,818
443,285
German Private Placement (2017 Schuldschein)
120,956
116,699
German Private Placement (2022 Schuldschein)
407,950
393,532
Total financial debts
1,455,743
1,807,399
Less: Current portion of financial debts
587,970
389,552
Total non-current financial debts
$867,773
$1,417,847
Total amount secured
$\u2014
$\u2014
Unused lines of credit for short-term financing
$456,365
$455,438
The notes are all unsecured obligations that rank pari passu. Interest expense on non-current debt was $52.4 million and
$55.1 million for the years ended December\u00a031, 2023 and 2022, respectively. Refer to Note 27 \"Capital Management\"
for a schedule of the changes in total current and non-current financial debts during 2023.
Repayments of non-current debts for the years ended December\u00a031, 2023 and 2022 consisted of:
(in thousands)
2023
2022
German Private Placement (2017 Schuldschein)
$\u2014
$153,003
0.500% Senior Unsecured Cash Convertible Notes due 2023
400,000
\u2014
3.75% Series B Senior Notes due October 16, 2022
\u2014
300,000
3.90% Series C Senior Notes due October 16, 2024
\u2014
27,000
Total repayment of non-current debt
$400,000
$480,003
The principal amount, carrying amount and fair values of non-current debt instruments as of December\u00a031, 2023 and
2022 are summarized below.
2023
(in thousands)
Fair value
Principal
amount
Unamortized debt
discount and
issuance costs
Carrying
amount
Amount
Leveling
Cash Convertible Notes due 2024
$500,000
($16,981)
$483,019
$513,500
Level 1
Convertible Notes due 2027(1)
445,949
(2,131)
443,818
453,185
Level 1
German Private Placement (2017 Schuldschein)
121,009
(53)
120,956
118,978
Level 2
German Private Placement (2022 Schuldschein)
408,846
(896)
407,950
401,684
Level 2
$1,475,804
($20,061)
$1,455,743
$1,487,347
2022
(in thousands)
Fair Value
Principal
amount
Unamortized debt
discount and
issuance costs
Carrying
amount
Amount
Leveling
Cash Convertible Notes due 2023
$400,000
($10,448)
$389,552
$493,436
Level 1
Cash Convertible Notes due 2024
500,000
(35,669)
464,331
596,485
Level 1
Convertible Notes due 2027(1)
445,949
(2,664)
443,285
471,545
Level 1
German Private Placement (2017 Schuldschein)
116,821
(122)
116,699
112,401
Level 2
German Private Placement (2022 Schuldschein)
394,638
(1,106)
393,532
378,302
Level 2
$1,857,408
($50,009)
$1,807,399
$2,052,169
(1) The initial fair value liability of the embedded conversion options for the 2027 Notes was $54.1\u00a0million which simultaneously reduced the carrying
value of the Convertible Notes as discussed further below.
Future maturities of non-current debt stated at the carrying values as of December\u00a031, 2023 and future interest as of
December\u00a031, 2023 are as follows:
Future contractual cash obligations
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2024
$587,970
$121,912
$487,352
$609,264
2025
56,836
71,511
\u2014
71,511
2026
\u2014
13,336
\u2014
13,336
2027
560,749
128,564
443,818
572,382
2028
\u2014
9,714
\u2014
9,714
Thereafter
250,188
272,454
\u2014
272,454
$1,455,743
$617,491
$931,170
$1,548,661
Future maturities of non-current debt stated at the carrying values as of December\u00a031, 2022 and future interest as of
December\u00a031, 2022 are as follows:
Future contractual cash obligations(1)
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2023
$389,552
$14,776
$395,952
$410,728
2024
565,587
115,058
468,664
583,722
2025
54,803
66,882
\u2014
66,882
2026
\u2014
11,129
\u2014
11,129
2027
556,083
122,453
443,285
565,738
Thereafter
241,374
275,113
\u2014
275,113
$1,807,399
$605,411
$1,307,901
$1,913,312
(1) Future 2022 contractual cash obligations include only amounts due in cash. The 2023 Notes that became convertible pursuant to the indenture on
January 1, 2022 and are classified as current as of December 31, 2021, are only convertible during the triggered conversion period and are thus not
included as a cash payment until the 2023 date in the table above.
Interest expense for the years ended December\u00a031, 2023 and 2022 related to the 2027 Notes and the Cash Convertible
Notes was comprised of the following:
(in\u00a0thousands)\u00a0
2023
2022
Coupon interest
$4,169
$7,000
Amortization of original issuance discount
27,341
30,170
Amortization of debt issuance costs
2,328
2,593
Total interest expense related to the convertible notes
$33,838
$39,763
Convertible Notes due 2027
On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0\u00a0million
with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of
the 2027 Notes totaled $497.6\u00a0million, after payment of debt issuance costs of $3.7\u00a0million.
Because the Convertible Notes contain an embedded conversion option, we have determined that the embedded
conversion option is a derivative financial instrument, which is required to be separated from the Convertible Notes and
accounted for separately as a derivative liability, with changes in fair value reported in our consolidated income statements
until the conversion option transaction settles or expires. The initial fair value liability of the embedded conversion options
for the 2027 Notes was $54.1\u00a0million which simultaneously reduced the carrying value of the Convertible Notes. For
further discussion of the derivative financial instruments relating to the Convertible Notes, refer to Note 26 \"Financial Risk
Factors and Use of Derivative Financial Instruments.\"
The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the
embedded conversion option over the remaining term of the 2027 Notes.
The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of
2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per
share, or 6.2\u00a0million underlying shares). Following the January 2024 synthetic share repurchase discussed in Note 18
\"Equity,\" the adjusted conversion rate became 2,475.26 shares per $200,000 principal amount of notes, which
represents an adjusted conversion price per share of $80.7996. At conversion, we will settle the 2027 Notes by repaying
the principal portion in cash and any excess of the conversion value over the principal amount in shares of common
shares.
The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in
connection with a change of control or delisting event (as further described in the 2027 Notes).
The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,
at the prevailing conversion price in the following circumstances beginning after January 27, 2021 through June 16,
2027:
\u2022 if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading day; or
\u2022 if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or
\u2022 if a parity event or trading price unavailability event, as the case may be occurs during the period of 10 days, including
the first business day following the relevant trading price notification date; or
\u2022 if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other
property have a value of more than 25% of the average daily volume-weighted average trading price of our common
shares for the prior 20 consecutive trading days; or
\u2022 in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the
period from (and including) the date on which the call notice is published to (and including) the 45th business day prior
to the redemption date; or
\u2022 if we experience certain customary events of default, including defaults under certain other indebtedness, until such event
of default has been cured or waived.
The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business
day prior to December 17, 2027.
No Contingent Conversion Conditions were triggered for the 2027 Notes as of December\u00a031, 2023 or December\u00a031,
2022.
Cash Convertible Notes due 2023 and 2024
On September 13, 2017, we issued $400.0 million aggregate principal amount of Cash Convertible Senior Notes which
were due and repaid in September 2023 (2023 Notes). The net proceeds of the 2023 Notes were $365.6 million, after
payment of the net cost of the Call Spread Overlay described below and transaction costs.
On November 13, 2018, we issued $500.0 million aggregate principal amount of Cash Convertible Senior Notes which
is due in 2024 (2024 Notes). The net proceeds of the 2024 Notes were $468.9 million, after payment of the net cost of
the Call Spread Overlay described below and transaction costs.
We refer to the 2023 Notes and 2024 Notes collectively as the \u201cCash Convertible Notes.\u201d
Interest on the Cash Convertible Notes is payable semi-annually in arrears and will mature on the maturity date unless
repurchased or converted with their terms prior to such date. The interest rate and corresponding maturity for each of the
Notes are summarized in the table below. The Cash Convertible Notes that remain outstanding as of December\u00a031, 2023
are solely convertible into cash in whole, but not in part, at the option of noteholders under the circumstances described
below and during the contingent conversion periods as shown in the table below.
Cash convertible
notes
Annual
interest rate
Date of interest
payments
Maturity date
Contingent conversion
period
Conversion rate per
$200,000 principal
amount(1)
2024 Notes
1.000%
May 13 and
November 13
November 13, 2024
From December 24,
2018 to August 2, 2024
4,360.3098
(1) Following the January 2024 synthetic share repurchase discussed in Note 18 \"Equity,\" the conversion rate was adjusted to 4,356.8531.
Additionally, conversion may occur at any time following a Contingent Conversion Period through the fifth business day
immediately preceding the applicable maturity date.
Upon conversion, noteholders will receive an amount in cash equal to the Cash Settlement Amount, calculated as described
below. The Cash Convertible Notes are not convertible into shares of our common stock or any other securities.
Noteholders may convert Cash Convertible Notes into cash at their option at any time during the Contingent Conversion
Periods described above only under the following circumstances (Contingent Conversion Conditions):
\u2022 if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading day; or
\u2022 if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or
\u2022 if a parity event or trading price unavailability event, as the case may be occurs during the period of 10 days, including
the first business day following the relevant trading price notification date; or
\u2022 if we elect to distribute assets or property to all or substantially all of the holders of our common shares and those assets
or other property have a value of more than 25% of the average daily volume-weighted average trading price of our
common shares for the prior 20 consecutive trading days; or
\u2022 if we elect to redeem the Cash Convertible Notes; or
\u2022 if we experience certain customary events of default, including defaults under certain other indebtedness until such event
has been cured or waived or the payment of the Cash Convertible Notes have been accelerated.
For the 2023 Notes, the Contingent Conversion Period expired on March 13, 2023 and, as of March 31, 2023, the
Contingent Conversion Conditions for the 2023 Notes could no longer be triggered. No Contingent Conversion Conditions
were triggered for the 2023 Notes as of December\u00a031, 2022.
No Contingent Conversion Conditions were triggered for the 2024 Notes as of December\u00a031, 2023 or December\u00a031,
2022.
The Contingent Conversion Conditions in the 2023 Notes and 2024 Notes noted above have been analyzed under IFRS 9
Financial Instruments, and, based on our analysis, we determined that each of the embedded features listed above are
clearly and closely related to the 2023 Notes and 2024 Notes (i.e., the host contracts). As a result, pursuant to the
accounting provisions of IFRS 9, these features noted above are not required to be bifurcated as separate instruments.
Upon conversion, holders are entitled to a cash payment (Cash Settlement Amount) equal to the average of the conversion
rate multiplied by the daily volume-weighted average trading price for our common shares over a 50-day period. The
conversion rate is subject to adjustment in certain instances but will not be adjusted for any accrued and unpaid interest. In
addition, following the occurrence of certain corporate events that may occur prior to the applicable maturity date, we may
be required to pay a cash make-whole premium by increasing the conversion rate for any holder who elects to convert
Cash Convertible Notes in connection with the occurrence of such a corporate event.
We may redeem the Cash Convertible Notes in their entirety at a price equal to 100% of the principal amount of the
applicable Cash Convertible Notes plus accrued interest at any time when 20% or less of the aggregate principal amount
of the applicable Cash Convertible Notes originally issued remain outstanding.
Because the Cash Convertible Notes contain an embedded cash conversion option, we have determined that the
embedded cash conversion option is a derivative financial instrument, which is required to be separated from the Cash
Convertible Notes and accounted for separately as a derivative liability, with changes in fair value reported in our
consolidated income statements until the cash conversion option transaction settles or expires. The initial fair value liability
of the embedded cash conversion option was $74.5 million for the 2023 Notes and $98.5 million for the 2024 Notes,
which simultaneously reduced the carrying value of the Cash Convertible Notes (effectively serving as an original issuance
discount). For further discussion of the derivative financial instruments relating to the Cash Convertible Notes, refer to Note
26 \"Financial Risk Factors and Use of Derivative Financial Instruments.\"
As noted above, the reduced carrying value on the Cash Convertible Notes resulted in a debt discount that is amortized to
the principal amount through the recognition of non-cash interest expense using the effective interest method over the
expected life of the debt, six years for both the 2023 Notes and 2024 Notes. This resulted in our recognition of interest
expense on the Cash Convertible Notes at an effective rate approximating what we would have incurred had
nonconvertible debt with otherwise similar terms been issued. The effective interest rate is 3.997% for 2023 Notes and
4.782% for the 2024 Notes, which is imputed based on the amortization of the fair value of the embedded cash
conversion option over the remaining term of the Cash Convertible Notes.
We incurred approximately $6.2 million and $5.7 million in transaction costs for the 2023 Notes and 2024 Notes,
respectively. Such costs have been allocated to the Cash Convertible Notes and deferred and are being amortized to
interest expense over the terms of the Cash Convertible Notes using the effective interest method.
Cash Convertible Notes Call Spread Overlay
Concurrent with the issuance of the Cash Convertible Notes, we entered into privately negotiated hedge transactions (Call
Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We
refer to the Call Options and Warrants collectively as the \u201cCall Spread Overlay.\u201d The Call Options are intended to offset
any cash payments payable by us in excess of the principal amount due upon any conversion of the Cash Convertible
Notes. The Call Options and Warrants are derivative financial instruments and are discussed further in Note 26 \"Financial
Risk Factors and Use of Derivative Financial Instruments.\"
Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options,
and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our
common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price
under the Call Options is initially equal to the conversion price of the Cash Convertible Notes.
During the third quarter of 2023, we received $36.8 million in cash upon the exercise of Call Options in connection with
the repayment of 2023 Notes. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes'
embedded conversion option.
We issued Warrants as summarized in the table below. The number of warrants and exercise prices are subject to
customary adjustments under certain circumstances.
Cash
convertible
notes
Issued on
Number of share
warrants
(in millions)
Exercise price
per share
Proceeds from
issuance of warrants,
net of issuance costs
(in millions)
Warrants expire over a
period of 50 trading
days beginning on
2023
September 13, 2017
9.7
$49.9775
$45.3
June 26, 2023
2024
November 13, 2018
10.9
$50.2947
$72.4
August 27, 2024
The Warrants that were issued with our Cash Convertible Notes, could have a dilutive effect to the extent that the price of
our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver
to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the
exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised.
U.S. Private Placement
On October 16, 2012, we completed a private placement through the issuance of new senior unsecured notes at a total
amount of $400.0 million with a weighted average interest rate of 3.66% (settled on October 16, 2012). The notes were
issued in three series: (1) $73.0 million 7\u2013year term due and paid in October 16, 2019 (3.19% ); (2) $300.0 million 10\u2013
year term due and paid on October 16, 2022 (3.75%); and (3) $27.0 million 12\u2013year term due on October 16, 2024
(3.90%) but called and paid in October 2022. We paid $2.1 million in debt issuance costs which were amortized using
the effective interest method through interest expense over the lifetime of the notes. The note purchase agreement contained
certain financial and non-financial covenants, including but not limited to, restrictions on priority indebtedness and the
maintenance of certain financial ratios. We were in compliance with these covenants at December 31, 2022.
German Private Placement (2017 Schuldschein)
In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches
totaling $331.1 million due in various periods through 2027. In the first half of 2021, we repaid $41.1\u00a0million for two
tranches that matured. In October 2022, we repaid $153.0 million for the four tranches that matured. The euro tranches
are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as
described in Note 26 \"Financial Risk Factors and Use of Derivative Financial Instruments.\" Based on the spot rate method,
the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of
December\u00a031, 2023 totaled $1.0\u00a0million of unrealized gain and is recorded in equity. We paid $1.2 million in debt
issuance costs which are being amortized through interest expense over the lifetime of the notes.
A summary of the tranches as of December\u00a031, 2023 is as follows:
Carrying value (in thousands)
as of December 31,
Currency
Notional amount
Interest rate
Maturity
2023
2022
EUR
\u20ac64.0 million
Fixed 1.09%
June 2024
$70,704
$68,215
EUR
\u20ac31.0 million
Floating EURIBOR + 0.7%
June 2024
34,247
33,041
EUR
\u20ac14.5 million
Fixed 1.61%
June 2027
16,005
15,443
$120,956
$116,699
German Private Placement (2022 Schuldschein)
In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued
in several tranches totaling \u20ac370.0\u00a0million due in various periods through 2035. The 2022 Schuldschein consists of euro-
denominated tranches which have either a fixed or floating rate. All tranches except for the \u20ac70.0\u00a0million fixed 3.04%
tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating
changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net
investment hedge as described in Note 26 \"Financial Risk Factors and Use of Derivative Financial Instruments.\" Based on
the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment
hedge as of December\u00a031, 2023 totaled $36.2 million of unrealized loss and is recorded in equity. We paid $1.2 million
in debt issuance costs which are being amortized through interest expense using the effective interest method over the
lifetime of the notes.
A summary of the tranches as of December\u00a031, 2023 is as follows:
Carrying value (in thousands)
as of December 31,
Currency
Notional amount
Interest rate
Maturity
2023
2022
EUR
\u20ac51.5 million
Floating 6M EURIBOR +
0.55%
July 2025
$56,836
$54,803
EUR
\u20ac62.0 million
Fixed 2.741%
July 2027
68,388
65,967
EUR
\u20ac29.5 million
Floating 6M EURIBOR +
0.70%
July 2027
32,539
31,388
EUR
\u20ac37.0 million
Fixed 3.044%
July 2029
40,803
39,365
EUR
\u20ac103.0 million
Floating 6M EURIBOR +
0.85%
July 2029
113,586
109,585
EUR
\u20ac9.5 million
Fixed 3.386%
July 2032
10,475
10,107
EUR
\u20ac7.5 million
Floating 6M EURIBOR +
1.0%
July 2032
8,269
7,979
EUR
\u20ac70.0 million
Fixed 3.04%
August 2035
77,054
74,338
$407,950
$393,532
Revolving Credit Facility
Our credit facilities available and undrawn at December\u00a031, 2023 total \u20ac413.0 million (approximately $456.4 million).
This includes a \u20ac400.0 million syndicated ESG-linked revolving credit facility expiring December 2025 and two other lines
of credit amounting to \u20ac13.0 million with no expiration date. The \u20ac400.0 million facility can be utilized in euro and bears
interest of 0.550% to 1.500% above EURIBOR, and is offered with interest periods of one, three or six months. The
commitment fee is calculated based on 35% of the applicable margin. Commitment fees of $0.9 million were paid in each
of the years ended December\u00a031, 2023 and 2022. The revolving facility agreement contains certain financial and non-
financial covenants including, but not limited to, restrictions on the encumbrance of assets and the maintenance of certain
financial ratios. We were in compliance with these covenants at December\u00a031, 2023. The credit facilities are for general
corporate purposes and no amounts were utilized at December\u00a031, 2023.
17. Income Tax
Major components of income tax expense, as presented in the income statements for the years ended December\u00a031, 2023
and 2022, are:
(in thousands)
2023
2022
Current income tax charge
$72,637
$98,642
Adjustment in respect of current income tax of previous years
1,196
(5,447)
Current income tax expense
73,833
93,195
Origination and reversal of temporary differences
14,915
(1,267)
Changes in tax rates
896
(943)
Deferred income tax expense
15,811
(2,210)
Total income tax expense
$89,644
$90,985
Deferred tax related to items charged or credited directly to equity during 2023 and 2022 shown in the statement of
comprehensive income totaled $1.1 million and $0.3 million , respectively.
The applicable statutory income tax rate in the Netherlands was 25.8% in 2023 and 2022. The principal items comprising
the differences between income taxes computed at the Netherlands statutory rate and the effective tax rate for the years
ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Amount
Percent
Amount
Percent
Income before tax
$574,452
$666,646
At Dutch statutory income tax rate of 25.8%
$148,209
25.8%
$171,995
25.8%
Taxation of foreign operations, net(1)
(32,700)
(5.7)%
(25,116)
(3.8)%
Tax impact from (deductible) non-deductible items(2)
(30,795)
(5.4)%
(47,826)
(7.2)%
Prior year taxes
1,196
0.2%
(5,447)
(0.8)%
Changes in tax rates impacting deferred taxes
896
0.2%
(943)
(0.1)%
Other
2,838
0.5%
(1,678)
(0.3)%
Total income tax
$89,644
15.6%
$90,985
13.6%
(1) Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands\u2019 statutory
income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination
of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from
operations in Germany.
(2) During 2023 and 2022, tax benefits of $36.5 million and $41.6 million are related to changes in fair values of warrants and the embedded
conversion option related to convertible notes due in 2023, 2024 and 2027 as discussed in Note 16 \"Financial Debts\" and Note 26 \"Financial Risk
Factors and Use of Derivative Financial Instruments.\"
We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the
Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the
normal course of business, we are subject to examination by taxing authorities throughout the world. Tax years in the
Netherlands are potentially open back to 2011 for income tax examinations by the Netherlands taxing authority. The
German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority
commenced an examination for the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and most
state income tax examinations by taxing authorities beginning with the year ending December\u00a031, 2020 through the
current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the
periods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act.
Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for
years before 2019.
Changes in the amount of unrecognized tax benefits for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$79,283
$103,618
Additions based on tax positions related to the current year
9,632
9,754
Additions for tax positions of prior years
7,839
4,544
Decrease for tax position of prior years
(3,832)
(8,958)
Decrease related to settlements
(119)
(23,346)
Decrease due to lapse of statute of limitations
\u2014
(580)
Increase (decrease) from currency translation
2,755
(5,749)
Balance at end of year
$95,558
$79,283
As of December\u00a031, 2023 and 2022, our net unrecognized tax benefits totaled approximately $95.6 million and $79.3
million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period. It is
reasonably possible that approximately $30.8 million of the unrecognized tax benefits may be released or utilized during
the next 12 months due to lapse of statute of limitations or settlements with taxing authorities. However, various events
could cause our current expectations to change in the future. The above unrecognized tax benefits, if ever recognized in
the financial statements, would be recorded in the income statement as part of income tax expense. Also, we have accrued
interest and penalties of $3.3 million and $3.5 million related to these uncertain tax positions at December\u00a031, 2023 and
2022, respectively.
We have recorded net deferred tax assets of $41.4 million and $63.3 million at December\u00a031, 2023 and 2022,
respectively. The components of the net deferred assets and liabilities at December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Change
Deferred tax assets:
Intangibles
$30,084
$33,510
($3,426)
Net operating loss and credit carryforward
29,730
31,890
(2,160)
Inventory
28,121
30,194
(2,073)
Equity awards
26,766
27,734
(968)
Accrued liabilities
25,375
27,544
(2,169)
Depreciation and amortization
2,249
4,032
(1,783)
Convertible debt
2,173
3,621
(1,448)
Disallowed interest carryforwards
1,157
1,511
(354)
Other
7,133
6,479
654
Offsetting
(89,214)
(77,075)
(12,139)
Total deferred tax assets
63,574
89,440
(25,866)
Deferred tax liabilities:
Depreciation and amortization
(55,860)
(42,453)
(13,407)
Intangibles
(50,723)
(55,921)
5,198
Other
(4,757)
(4,817)
60
Offsetting
89,214
77,075
12,139
Total deferred tax liabilities
(22,126)
(26,116)
3,990
\u00a0
Net deferred tax assets
$41,448
$63,324
($21,876)
The movements in deferred income tax assets and liabilities during 2023 and 2022 are as follows:
(in thousands)
2023
2022
Change in deferred tax recognized in income
($15,811)
$2,210
Change in deferred tax recognized in equity(1)
(5,396)
(7,764)
Change in deferred tax related to business combinations(2)
(669)
(3,249)
Change in deferred tax
($21,876)
($8,803)
(1) The change in deferred tax recognized in equity represents changes in components of other comprehensive income or loss, equity awards and foreign
currency translation adjustments.
(2) The change in deferred tax related to business combinations represents the deferred tax liability on the fair value of identifiable intangible assets
acquired and the deferred tax asset on tax loss carryforwards as discussed in Note 5 \"Acquisitions.\"
At December\u00a031, 2023, we had $486.4 million in total net operating loss (NOL) carryforwards which included $237.3
million for Germany, $144.1 million for the U.S., $30.5 million for the U.K., $15.2 million for the Netherlands and $59.3
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in Germany of
$5.8 million and in other foreign jurisdictions of $47.7 million. The NOL carryforwards in Germany, the Netherlands and
the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is subject to limitations under Section 382 of
the U.S. Internal Revenue Code which limits the amount that can be used each year. The NOL carryforwards in the U.S.
expire between 2024 and 2034. NOL carryforwards of $21.3 million in other foreign jurisdictions expire between 2024
and 2031 while the remainder can be carried forward indefinitely. At December\u00a031, 2023, tax credits total $6.7 million
and expire between 2032 and 2041.
At December\u00a031, 2022, we had $375.1 million in total net operating loss (NOL) carryforwards which included $90.3
million for Germany, $131.9 million for the U.S., $49.4 million for the U.K., $39.5 million for the Netherlands and $64.0
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in the
Netherlands of $39.5 million and in other foreign jurisdictions of $45.1 million.
A deferred tax asset can only be recognized to the extent it is \"more likely than not\" that the assets will be realized.
Judgments around realizability depend on the availability and weight of both positive and negative evidence. In 2023, we
fully recognized $15.2 million of tax benefit NOL carryforward in the Netherlands due to current year taxable income and
expected future taxable income.
18. Equity
Shares
The authorized classes of our shares consist of Common Shares (410\u00a0million authorized), Preference Shares (450\u00a0million
authorized) and Financing Preference Shares (40\u00a0million authorized). All classes of shares have a par value of \u20ac0.01. No
Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the
foreign exchange rates in effect when the shares are issued.
Treasury Stock
The cost of repurchased shares is included in treasury stock and reported as a reduction in total equity when a repurchase
occurs. Repurchased shares will be held in treasury in order to satisfy various obligations, which include exchangeable
debt instruments, warrants and employee share-based remuneration plans.
Synthetic Share Repurchase
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 7, 2024 and involved an approach used by various large,
multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional
open-market repurchases. $295.2 million was returned to shareholders through the transaction, which reduced the total
number of issued Common Shares by approximately 3% to 223.9\u00a0million (of which 2.5\u00a0million Common Shares are held in
Treasury Shares) as of January 31, 2024.
Appropriation of Profit of 2022
The financial statements for the reporting year 2022 have been adopted by the Annual General Meeting on June 22,
2023. The Annual General Meeting has adopted the appropriation of profit after tax as proposed by the Managing
Board.
Proposal for Profit Appropriation
The General Meeting of Shareholders will be asked to approve the following appropriation of the 2023 net income for the
period: an amount of $484.8 million to be added to retained earnings.
19. Earnings per Common Share
We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the
net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the
potential dilution of earnings that would occur if all \u201cin the money\u201d securities to issue common shares were exercised.
The following schedule summarizes the information used to compute earnings per common share for the years ended
December\u00a031, 2023 and 2022:
(in thousands, except per share data)
2023
2022
Net income
$484,808
$575,661
Weighted average number of common shares used to compute basic earnings per common
share
228,146
227,577
Dilutive effect of stock options and restricted stock units
2,473
2,555
Dilutive effect of outstanding warrants
\u2014
4
Weighted average number of common shares used to compute diluted
earnings per common share
230,619
230,136
Outstanding options and awards having no dilutive effect, not included in above calculation
1
146
Outstanding warrants having no dilutive effect, not included in above calculation
17,562
20,556
Basic earnings per common share
$2.12
$2.53
Diluted earnings per common share
$2.10
$2.50
For purposes of considering the 2027 Notes, as discussed further in Note 16 \"Financial Debts,\" in determining diluted
earnings per common share, only an excess of the conversion value over the principal amount would have a dilutive
impact using the treasury stock method. Since the 2027 Notes were out of the money and anti-dilutive during the period
from January 1, 2022 through December 31, 2023, they were excluded from the diluted earnings per common share
calculation in 2022 and 2023.
20. Commitments and Contingencies
Licensing and Purchase Commitments
We have licensing agreements with companies, universities and individuals, some of which require certain up-front
payments. Royalty payments are required on net product sales ranging from 0.45 percent to 25 percent of covered
products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying
consolidated balance sheets include accrued royalties relating to these agreements in the amount of $9.7 million and
$12.9 million at December\u00a031, 2023 and 2022, respectively. Royalty expense relating to these agreements amounted to
$13.9 million and $15.5 million, for the years ended December\u00a031, 2023 and 2022, respectively. Royalty expense is
primarily recorded in cost of sales, with a small portion recorded as research and development expense depending on the
use of the technology under license. Some of these agreements also have minimum raw material purchase requirements
and requirements to perform specific types of research.
At December\u00a031, 2023, we had commitments to purchase goods or services and to make future license and royalty
payments. They are as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2024
$37,396
$1,926
2025
35,992
1,453
2026
13,150
783
2027
11,383
766
2028
903
560
Thereafter
\u2014
1,729
$98,824
$7,217
Commitments calculated at December\u00a031, 2022, the prior year, were as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2023
$49,311
$3,804
2024
32,559
2,075
2025
22,362
1,718
2026
11,296
1,133
2027
11,508
1,170
Thereafter
211
8,641
$127,247
$18,541
Contingent Consideration Commitments
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain FDA approval milestones. Potential
milestone payments total $20.7 million and may be triggered by the end of 2024. The total milestone payments of $18.4
million is included in other current liabilities in the accompanying consolidated balance sheet as of December\u00a031, 2023.
Refer to Note 25 \"Fair Value Measurements\" for changes in the contingent consideration liabilities.
Employment Agreements
Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as
defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At
December\u00a031, 2023, the commitment under these agreements totaled $11.5 million (2022: $9.4 million).
Litigation
From time to time, we may be party to legal proceedings incidental to our business. As of December\u00a031, 2023, certain
claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against
QIAGEN N.V. or subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as through
acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation
contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict the
outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we could
incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been incurred
and the amount of probable loss can be estimated. Litigation accruals recorded in other current liabilities as of
December\u00a031, 2023 and 2022 totaled $4.8 million and $6.5 million, respectively. As of December\u00a031, 2023, $4.7
million was accrued in other non-current liabilities in the accompanying consolidated balance sheet.
We are not party to any material legal proceeding as of the date of this report except for the matters listed below.
Patent Litigation
ArcherDX
In 2018, ArcherDX (a company which spun out as an independent company in conjunction with QIAGEN's acquisition of
Enzymatics in 2015 and was later acquired by Invitae in 2021) and Massachusetts General Hospital (MGH) sued
QIAGEN for patent infringement. In August 2021, a federal jury ruled that QIAGEN infringed two patents owned by
ArcherDX and awarded damages of $4.7\u00a0million which were accrued in 2021 and as of December\u00a031, 2023, are
included in other non-current liabilities in the accompanying consolidated balance sheet. We filed an appeal in August
2023 after the verdict was entered.
Bio-Rad Laboratories, Inc.
In April 2022, QIAGEN filed a lawsuit in a U.S. federal court against Bio-Rad Laboratories, Inc. (Bio-Rad) seeking a
declaratory judgment of non-infringement of certain Bio-Rad patents related to digital PCR technology. In July 2023, the
parties agreed to a settlement that provided for a cross-licensing agreement granting each company mutual rights to their
respective digital PCR technologies.
Other Litigation Matters
For all other matters, a total of $4.8 million is accrued as of December\u00a031, 2023 in other current liabilities. The estimated
range of possible losses for these other matters as of December\u00a031, 2023 is between $4.0 million and $10.1 million.
Based on the facts known to QIAGEN and after consultation with legal counsel, management believes that such litigation
will not have a material adverse effect on our financial position or results of operations above the amounts accrued.
However, the outcome of these matters is ultimately uncertain. Any settlements or judgments against us in excess of
management's expectations could have a material adverse effect on our financial position, results of operations or cash
flows.
21. Reportable Segme nt
We operate as one reportable segment in accordance with IFRS 8 Operating Segments. As a result of our continued
restructuring and streamlining of the growing organization, our chief operating decision maker (CODM) continues to make
decisions with regards to business operations and resource allocation based on evaluations of QIAGEN as a whole.
Accordingly, we operate as one reportable segment. Summarized geographic information is shown in the tables below.
Geographical Information
Net sales are attributed to countries based on the location of the customer. Our primary manufacturing facilities are located
in Germany, China, and the United States and supply products to customers as well as QIAGEN subsidiaries in other
countries. The intercompany portions of such net sales are excluded to derive consolidated net sales. No single customer
represents more than ten percent of consolidated net sales. Our country of domicile is the Netherlands, which reported net
sales of $20.3 million and $31.5 million for the years ended 2023 and 2022, respectively, and these amounts are
included in the line item Europe, Middle East and Africa as shown in the table below.
\u00a0
(in thousands)
2023
2022
Americas:
United States
$935,281
$909,616
Other Americas
84,774
88,139
Total Americas
1,020,055
997,755
Europe, Middle East and Africa
624,573
734,971
Asia Pacific, Japan\u00a0and Rest of World
320,683
410,294
Total net sales
$1,965,311
$2,143,020
Long-lived assets include property, plant and equipment, goodwill, other intangible assets, right-of-use assets, equity
accounted investments, non-current financial assets and other non-current assets. The Netherlands, which is included in the
line item other Europe, Middle East and Africa, reported long-lived assets of $17.0 million and $15.2 million for the years
ended 2023 and 2022, respectively.
(in thousands)
2023
2022
Americas:
United States
$2,341,040
$2,240,041
Other Americas
11,066
9,874
Total Americas
2,352,106
2,249,915
Germany
786,974
694,025
Other Europe, Middle East and Africa
615,399
593,403
Asia Pacific, Japan\u00a0and Rest of World
232,727
229,504
Total long-lived assets
$3,987,206
$3,766,847
22. Share-Based Payments
We adopted the QIAGEN N.V. Amended and Restated 2005 Stock Plan (the 2005 Plan) in 2005 and the QIAGEN N.V.
2014 Stock Plan (the 2014 Plan) in 2014. The 2005 Plan expired by its terms in April 2015 and no further awards will be
granted under the 2005 Plan. The 2014 Plan expires in May 2024. The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan)
was approved at the June 2023 Annual General Meeting and at December\u00a031, 2023, we had approximately 20.9 million
Common Shares reserved and available for issuance under the 2005, 2014 and 2023 Plans.
The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants
and stock-based awards, generally with terms of up to 3 years, with previous grants through 2020 having terms of 5 years
subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be accelerated in
the event of a Change of Control, as defined in the plans. All option grants were at the market value on the grant date or
at a premium above the closing market price on the grant date. We issue Treasury Shares to satisfy option exercises and
award releases.
Stock Units
Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject
to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final
number of performance stock units earned is based on the performance achievement which for some grants can reach up
to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized
over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the
market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0% (2022:
6.9%). At December\u00a031, 2023, there was $59.8 million remaining in unrecognized compensation cost including estimated
forfeitures related to these awards, which is expected to be recognized over a weighted average period of 1.34 years
(2022: $79.7 million over a weighted average of 1.58 years). The weighted average grant date fair value of stock units
granted during the year ended December\u00a031, 2023 2022was $44.37 (2022 $45.49). The total fair value of stock units
that vested during the years ended December\u00a031, 2023 and 2022 was $39.4 million and $55.8 million, respectively.
A summary of stock units as of December\u00a031, 2023 and 2022, and changes for the years then ended, is presented below.
(in thousands)
2023
2022
Outstanding at January 1
3,771
3,981
Granted
1,185
955
Released
(864)
(1,164)
Forfeited
(77)
(1)
Outstanding at December\u00a031
4,015
3,771
Vested and expected to vest at December\u00a031
3,744
3,467
We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the
applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than
the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to
treasury shares.
Stock Options
We have not granted stock options since 2013. A summary of the status of employee stock options as of December\u00a031,
2023, and changes for the year then ended, is presented below.
Stock options
Number of
shares
(in thousands)
Weighted
average
exercise price
Outstanding at January 1, 2023
9
$18.68
Exercised
(9)
$18.68
Outstanding at December 31, 2023
\u2014
$\u2014
A summary of the status of employee stock options as of December\u00a031, 2022, and changes for the year then ended, is
presented below.
Stock options
Number of
shares
(in thousands)
Weighted
average
exercise price
Outstanding at January 1, 2022
18
$17.79
Exercised
(7)
$16.55
Expired
(2)
$18.68
Outstanding at December 31, 2022
9
$18.68
Vested at December 31, 2022
9
$18.68
Vested and expected to vest at December 31, 2022
9
$18.68
The total intrinsic value of options exercised was $0.2 million in each of the years ended December\u00a031, 2023 and 2022.
The actual tax benefit for the tax deductions from option exercises totaled $0.1 million in each of the years ended
December\u00a031, 2023 and 2022. At December\u00a031, 2023, there was no unrecognized share-based compensation expense
related to employee stock option awards.
There were no options outstanding at December\u00a031, 2023. At December\u00a031, 2022, 9 thousand options were exercisable
at a weighted average price of $18.68 per share.
Compensation Expense
Share-based compensation expense before taxes for the years ended December\u00a031, 2023 and 2022 totaled
approximately $47.1 million and $49.5 million, respectively, as shown in the table below.
(in thousands)
2023
\u00a0
2022
Cost of sales
$3,296
$2,577
Research and development
7,484
6,504
Sales and marketing
14,495
16,076
General and administrative
21,825
24,350
Share-based compensation expense
47,100
49,507
Less: Income tax benefit(1)
9,751
10,670
Share-based compensation expense, after tax
$37,349
$38,837
(1) Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $1.3 million and $2.7
million for the years ended December\u00a031, 2023 and 2022, respectively.
23. Employee Benefits and Personnel Costs
We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution
plan is qualified under Section\u00a0401(k) of the Internal Revenue Code and covers substantially all U.S. employees.
Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue
Service. This plan includes a provision for us to match a portion of employee contributions. Total expense under the 401(k)
plans were $4.5 million for each of the years ended December\u00a031, 2023 and 2022. We also have a defined contribution
plan which covers certain executives. We make matching contributions up to an established maximum. Matching
contributions made to the plan, and expensed, totaled approximately $0.1 million for each of the years ended
December\u00a031, 2023 and 2022.
We have seven defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,
France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to
covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits
to which employees are entitled if they separate immediately. The benefits accrue on a pro-rata basis during the
employees\u2019 employment periods based on the individuals\u2019 salaries, adjusted for inflation. All defined benefit plans are
unfunded. The liability under the defined benefit plans was $7.4 million and $7.2 million as of December\u00a031, 2023 and
2022, respectively, and is included as a component of other non-current liabilities in the accompanying consolidated
balance sheets.
Personnel Costs
For the years ended December\u00a031, 2023 and 2022, personnel costs amounted to $617.9 million and $616.7 million,
respectively. As of December\u00a031, 2023, there were 5,967 employees within the Group (2022: 6,178).
(in thousands)
2023
2022
Salaries and wages
$371,855
$338,894
Social security and pension
103,686
137,987
Share-based payment expense
47,100
49,507
Termination costs
5,942
4,121
Other
89,297
86,148
Total personnel costs
$617,880
$616,657
The personnel costs are allocated to the functional areas in which the respective employees are working or, in the case of
the incremental termination benefits which are the result of restructuring activities as discussed in Note 6 \"Restructuring,\"
are recorded in restructuring, acquisition, integration and other costs.
Personnel costs included in the accompanying consolidated income statements for the years ended December\u00a031, 2023
and 2022 are as follows:
(in thousands)
2023
2022
Cost of sales
$142,825
$149,484
Research and development expense
113,102
102,936
Sales and marketing expense
282,214
283,366
General and administrative expense
79,739
80,871
Total personnel costs
$617,880
$616,657
The number of employees within the Company at December\u00a031, 2023 and 2022 are as follows:
Employees
2023
2022
Headcount at December 31
5,967
6,178
Thereof employed in the Netherlands
55
62
24. Related Party Transactions
From time to time, we have transactions with other companies in which we hold an interest, as summarized in the table
below.
Net sales to related parties for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Net sales
$9,039
$8,474
As of December\u00a031, 2023 and 2022, balances with related parties are as follows:
(in thousands)
2023
2022
Trade accounts receivable
$2,890
$5,136
Other current assets
$78
$11,929
Trade and other accounts payable
$700
$2,708
Other current liabilities
$2,893
$3,518
Other current assets include loans receivable and supplier advances from companies with which we have an investment or
partnership interest.
As of December 31, 2022, other current assets included a $10.6 million convertible note from Ellume Limited, Australia,
which bears interest at 10% and was due on December 31, 2022. As of December 31, 2022, we retained the loan
receivable, while fully reserved, as we awaited the outcome of voluntary administration and any creditor arrangement.
During 2023, we had no possibility of collection from Ellume and no expectation of any recovery of the defaulted amount.
Accordingly, the loan receivable was fully written off against the reserve in 2023. Additional financial impacts of these
proceedings with this related party for the fiscal year ended December 31, 2022 included a $4.6 million write off on
advances to suppliers and a $12.8 million impairment loss on intangible assets, both recognized in restructuring,
acquisition, integration, and other, net in the accompanying consolidated income statement. Refer to Note 12 \"Goodwill
and Intangible Assets.\"
Remuneration of Managing Board and Supervisory Board
Disclosure of the total board remuneration is based on section 383 book 2 of the Dutch Civil Code. Furthermore, the Chief
Executive Officer, Chief Financial Officer and the Supervisory Board meet the definition of key management personnel as
defined in IAS 24 \u2018Related Parties\u2019. During 2020, our Chief Executive Officer joined our Chief Financial Officer on the
Managing Board effective June 30, 2020. The total short-term employee benefits (fixed salary and short-term variable cash
bonus), post-employment (defined contribution expenditure), and share-based payment cost (share-based compensation) in
accordance with IAS 24 are reported in the tables below for the years ended December 31, 2023 and 2022.
Key management personnel compensation and total board remuneration
Remuneration of the Managing Board
The tables below state the amounts earned on an accrual basis by our key management personnel and Managing Board
members in 2023 and 2022.
For the year ended December 31, 2023
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$979
$588
Other(1)
33
40
Total fixed income 2023
1,012
628
Short-term variable cash bonus
780
320
Total short-term income 2023
1,792
948
Defined contribution on benefit plan
200
117
Total compensation (excluding long-term share-based compensation)
$1,992
$1,065
(1) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment
agreements.
For the year ended December 31, 2022
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$950
$557
Other(1)
37
40
Total fixed income 2022
987
597
Short-term variable cash bonus
1,545
617
Total short-term income 2022
2,532
1,214
Defined contribution on benefit plan
143
114
Total compensation (excluding long-term share-based compensation)
$2,675
$1,328
(1) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000 or tax amounts paid by the Company to tax authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.
The total recognized compensation expense in accordance with IFRS 2 for share-based compensation in the year 2023
(2022) for long-term compensation of stock units amounted to $6.8 million ($7.5 million) for Mr. Bernard and $6.0 million
($7.1 million) for Mr. Sackers. The total compensation including share-based compensation expenses in the year 2023
(2022) was $15.9 million ($18.7\u00a0million), and amounts to $8.8 million ($10.2\u00a0million) for Mr. Bernard and $7.1 million
($8.4 million) for Mr. Sackers.
Remuneration of the Supervisory Board
The tables below state the amounts earned on an accrual basis by the members of the Supervisory Board in 2020 and
2019 (excluding long-term share-based compensation):
For the year ended December 31, 2023
(in thousands, except for number of share grants)
Fixed
remuneration
Committee Chair
Committee
membership
Total(1)
Number of
restricted stock
units granted
Lawrence A. Rosen
$150.0
18.0
20.5
$188.5
7,917
Dr.\u00a0Metin Colpan
$57.5
18.0
11.0
$86.5
7,917
Thomas Ebeling(2)
$28.8
\u2014
5.5
$34.3
7,917
Dr. Toralf Haag
$57.5
25.0
\u2014
$82.5
7,917
Dr. Ross L. Levine
$57.5
\u2014
11.0
$68.5
7,917
Dr. Elaine Mardis
$57.5
\u2014
22.0
$79.5
7,917
Dr. Eva Pisa
$57.5
\u2014
11.0
$68.5
7,917
Stephen H. Rusckowski(3)
$40.6
\u2014
5.5
$46.1
\u2014
Elizabeth E. Tallett
$57.5
18.0
26.0
$101.5
7,917
(1) Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2) Thomas Ebeling did not stand for re-appointment at AGM in June 2023.
(3) Stephen H. Rusckowski joined the Supervisory Board in April 2023, and was not eligible for the equity grant for 2023.
For the year ended December 31, 2022
(in thousands, except for number of share grants)
Fixed
remuneration
Committee Chair
Committee
membership
Total(1)
Number of
restricted stock
units granted
Lawrence A. Rosen
$150.0
18.0
26.0
$194.0
6,980
Dr.\u00a0Metin Colpan
$57.5
18.0
11.0
$86.5
6,980
Thomas Ebeling
$57.5
\u2014
11.0
$68.5
6,980
Dr. Toralf Haag
$57.5
25.0
\u2014
$82.5
6,980
Dr. Ross L. Levine
$57.5
\u2014
11.0
$68.5
6,980
Dr. Elaine Mardis
$57.5
\u2014
22.0
$79.5
6,980
Dr. Eva Pisa(2)
$28.8
\u2014
5.5
$34.3
\u2014
Elizabeth E. Tallett
$57.5
18.0
26.0
$101.5
6,980
(1) Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2) Dr. Eva Pisa joined the Supervisory Board in June 2022.
The total recognized share-based compensation expense in accordance with IFRS 2 in 2023 (2022) amounted to $2.8
million ($1.8 million) and includes $708.2 thousand ($349.6 thousand) for Mr. Rosen, $364.3 thousand
($222.7\u00a0thousand) for Mr. Colpan, $356.9 thousand ($349.6 thousand) for Mr. Levine, $356.9 thousand ($349.6
thousand) for Ms. Mardis, $364.3 thousand ($222.7 thousand) for Ms. Tallett, $253.2 thousand ($157.2 thousand) for
Dr. Haag, $293.5 thousand ($148.4 thousand) for Mr. Ebeling, and $63.8 thousand for Dr. Pisa.
The total recognized compensation expense, including share-based compensation, for members of the Supervisory Board
in 2023 (2022) totaled $3.5 million ($2.5 million) and includes amounts of $896.7\u00a0thousand ($543.6\u00a0thousand) for Mr.
Rosen, $450.8\u00a0thousand ($309.2\u00a0thousand) for Mr. Colpan, $425.4\u00a0thousand ($418.1\u00a0thousand) for Mr. Levine,
$436.4\u00a0thousand ($429.1\u00a0thousand) for Ms. Mardis, $465.8\u00a0thousand ($324.2\u00a0thousand) for Ms. Tallett, $335.7
thousand ($239.7\u00a0thousand) for Dr. Haag, $327.8\u00a0thousand ($216.9\u00a0thousand) for Mr. Ebeling, $132.3\u00a0thousand
($34.3\u00a0thousand) for Dr. Pisa, and $46.1\u00a0thousand for Mr. Rusckowski who joined the Supervisory Board in April 2023.
25. Fair Value Measurements
Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:
\u2022 Level 1.Observable inputs, such as quoted prices in active markets;
\u2022 Level 2.Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and
\u2022 Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December\u00a031, 2023. It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$\u2014
$667,320
$\u2014
$667,320
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts receivable
\u2014
381,877
\u2014
381,877
\u2014
\u2014
\u2014
\u2014
Financial assets, current
\u2014
308,675
81,023
389,698
\u2014
81,023
\u2014
81,023
Financial assets, non-current
\u2014
\u2014
4,435
4,435
\u2014
\u2014
4,435
4,435
Equity options
\u2014
\u2014
39,759
39,759
\u2014
39,759
\u2014
39,759
Foreign exchange forwards and options
\u2014
\u2014
3,471
3,471
\u2014
3,471
\u2014
3,471
Interest rate contracts - cash flow hedge
3,083
\u2014
\u2014
3,083
\u2014
3,083
\u2014
3,083
Total financial assets
$3,083
$1,357,872
$128,688
$1,489,643
$\u2014
$127,336
$4,435
$131,771
Liabilities:
Lease liabilities(1)
$\u2014
($101,331)
$\u2014
($101,331)
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts payable
\u2014
(84,155)
\u2014
(84,155)
\u2014
\u2014
\u2014
\u2014
Foreign exchange forwards and options
\u2014
\u2014
(9,944)
(9,944)
\u2014
(9,944)
\u2014
(9,944)
Interest rate contracts - cash flow hedge
(98,908)
\u2014
\u2014
(98,908)
\u2014
(98,908)
\u2014
(98,908)
Equity options
\u2014
\u2014
(39,830)
(39,830)
\u2014
(39,830)
\u2014
(39,830)
Warrants and embedded conversion option
\u2014
\u2014
(45,157)
(45,157)
\u2014
(45,157)
\u2014
(45,157)
Contingent consideration
\u2014
\u2014
(18,359)
(18,359)
\u2014
\u2014
(18,359)
(18,359)
Total financial liabilities
($98,908)
($185,486)
($113,290)
($397,684)
$\u2014
($193,839)
($18,359)
($212,198)
(1) Separate disclosure of fair value of lease liabilities is not required.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December\u00a031, 2022. It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$\u2014
$730,271
$\u2014
$730,271
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts receivable
\u2014
323,750
\u2014
323,750
\u2014
\u2014
\u2014
\u2014
Financial assets, current
\u2014
15,000
672,597
687,597
79,600
592,997
\u2014
672,597
Financial assets, non-current
\u2014
\u2014
5,329
5,329
\u2014
\u2014
5,329
5,329
Equity options
\u2014
\u2014
221,769
221,769
\u2014
221,769
\u2014
221,769
Foreign exchange forwards and options
\u2014
\u2014
8,946
8,946
\u2014
8,946
\u2014
8,946
Interest rate contracts - cash flow hedge
12,256
\u2014
\u2014
12,256
\u2014
12,256
\u2014
12,256
Total financial assets
$12,256
$1,069,021
$908,641
$1,989,918
$79,600
$835,968
$5,329
$920,897
Liabilities:
Lease liabilities(1)
$\u2014
($93,626)
$\u2014
($93,626)
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts payable
\u2014
(98,734)
\u2014
(98,734)
\u2014
\u2014
\u2014
\u2014
Foreign exchange forwards and options
\u2014
\u2014
(8,356)
(8,356)
\u2014
(8,356)
\u2014
(8,356)
Interest rate contracts - cash flow hedge
(36,982)
\u2014
\u2014
(36,982)
\u2014
(36,982)
\u2014
(36,982)
Equity options
\u2014
\u2014
(222,632)
(222,632)
\u2014
(222,632)
\u2014
(222,632)
Warrants and embedded conversion option
\u2014
\u2014
(186,776)
(186,776)
\u2014
(186,776)
\u2014
(186,776)
Contingent consideration
\u2014
\u2014
(18,088)
(18,088)
\u2014
\u2014
(18,088)
(18,088)
Total financial liabilities
($36,982)
($192,360)
($435,852)
($665,194)
$\u2014
($454,746)
($18,088)
($472,834)
(1) Separate disclosure of fair value of lease liabilities is not required.
Our assets and liabilities measured at fair value on a recurring basis consist of quoted debt securities which are classified
as Level 1 of the fair value hierarchy; unquoted debt securities, discussed in Note 7 \"Financial Assets,\" which are classified
in Level 2 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk and derivative
financial instruments entered into in connection with the Cash Convertible Notes discussed in Note 16 \"Financial Debts,\"
which are classified in Level 2 of the fair value hierarchy; contingent consideration accruals which are classified in Level 3
of the fair value hierarchy; and unquoted equity securities remeasured during the years ended December\u00a031, 2023 and
2022 classified within Level 3 in the fair value hierarchy. There were no transfers between levels for the year ended
December\u00a031, 2023.
In determining fair value for Level 2 instruments, we apply a market approach, using quoted active market prices relevant
to the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the
contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of
outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk
was quantified by reference to publicly-traded debt with a corresponding rating. The Level 2 derivative financial
instruments include the Call Options asset, the Warrants liability and the embedded conversion option liability. See Note
16 \"Financial Debts\" and Note 26 \"Financial Risk Factors and Use of Derivative Financial Instruments\" for further
information. The derivatives are not actively traded and are valued based on an option pricing model that uses observable
market data for inputs. Significant market data inputs used to determine fair values included our common stock price, the
risk-free interest rate, and the implied volatility of our common stock. The Call Options asset and the embedded cash
conversion option liability were designed with the intent that changes in their fair values would substantially offset, with
limited net impact to our earnings. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing
model for such instruments is substantially mitigated.
Our Level 3 instruments include unquoted equity investments for which we estimate the value based on valuation methods
using the observable transaction price at the transaction date and other unobservable inputs. Under the measurement
alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable
price changes in orderly transactions for the identical or a similar investment of the same issuer. Adjustments are
determined primarily based on a market approach as of the transaction date.
Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using
unobservable inputs, applying the income approach, such as the discounted cash flow technique, or the probability-
weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if
specified future events occur or conditions are met such as the achievement of technological or revenue milestones. We use
various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate
(between 6.5% and 6.6%), to represent the non-performing risk factors and time value when applying the income
approach. We regularly review the fair value of the contingent consideration, and reflect any change in the accrual in the
consolidated income statements in the line items commensurate with the underlying nature of milestone arrangements.
For contingent consideration liabilities with Level 3 inputs, the following table summarizes the activity as of December\u00a031,
2023 and 2022, all of which is related to 2018 acquisition of STAT-Dx:
(in thousands)
2023
2022
Balance at beginning of year
($18,088)
($24,100)
Changes in fair value
(271)
112
Payments
\u2014
5,900
Balance at end of year
($18,359)
($18,088)
As of December\u00a031, 2023, $18.4 million was accrued for contingent consideration and is included in other non-current
liabilities in the accompanying balance sheet. As of December\u00a031, 2022, $18.1 million was accrued for contingent
consideration, of which $8.2 million was included in other current liabilities and $9.9 million was included in other non-
current liabilities in the accompanying consolidated balance sheet.
The estimated fair value of non-current financial debts as disclosed in Note 16 \"Financial Debts\" was based on current
interest rates for similar types of borrowings. The estimated fair values may not represent actual values of the financial
instruments that could be realized as of the balance sheet date or that will be realized in the future.
The fair values of the financial instruments are presented in Note 16 \"Financial Debts\" and were determined as follows:
Cash Convertible Notes and Convertible Notes: Fair value is based on an estimation using available over-the-counter
market information on the Cash Convertible Notes due in 2024 as well as the Convertible Notes due in 2027.
German Private Placement: Fair value is based on an estimation using changes in the euro swap rates.
There were no adjustments in the years ended December\u00a031, 2023 and 2022 for nonfinancial assets or liabilities required
to be measured at fair value on a nonrecurring basis.
26. Financial Risk Factors and Use of Derivative Financial Instruments
26.1.Financial Risks
Our risk management approach embodies the key elements of a sound risk management system including (1) active
Supervisory Board and senior management involvement; (2) adequate policies and procedures; (3) adequate risk
management, monitoring and information systems; and (4) comprehensive internal controls. Refer to the detail discussion
under the header Risk Management within the Management Report included in this annual report.
Market risk
Our market risk relates primarily to interest rate exposures on cash, short-term investments and borrowings, and foreign
currency exposures. Financial risk is centrally managed and is regulated by internal guidelines which require a continuous
internal risk analysis. The overall objective of our risk management is to reduce the potential negative earnings effects from
changes in interest and foreign exchange rates. Exposures are managed through operational methods and financial
instruments relating to interest rate and foreign exchange risks. In the ordinary course of business, we use derivative
instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and
interest rates. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with
global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other
speculative purposes. All derivatives are recognized as either assets or liabilities in the balance sheet and are measured at
fair value with any change in fair value recognized in earnings in the period of change, unless the derivative qualifies as
an effective hedge that offsets certain exposures. In determining fair value, we consider both the counterparty credit risk
and our own creditworthiness, to the extent that the derivatives are not covered by collateral agreements with respective
counterparties.
Foreign currency exchange rates
As a global enterprise, we are subject to risks associated with fluctuations in foreign currencies with regard to our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions as
well as future cash flows resulting from anticipated transactions including intra-group transactions. We manage our
balance sheet exposure on a group-wide basis primarily using foreign exchange forward contracts, options and cross-
currency swaps. Foreign currency transactions for the year ended December\u00a031, 2023 resulted in a net loss of
$4.1\u00a0million and a net gain of $2.7\u00a0million for the year ended December\u00a031, 2022. These amounts are included in other
financial results in the accompanying consolidated income statements.
Russia's February 2022 invasion of Ukraine and the sanctions imposed in response have led to a decline in the value of
the ruble which is expected to remain highly volatile. In 2022, we suspended our activities in Russia and Belarus, with
sales in these countries (along with Ukraine) representing less than 1% of total annual sales. As of January 1, 2022, the
results of our subsidiary in T\u00fcrkiye are reported under highly inflationary accounting as the prior three-years cumulative
inflation rate exceeded 100 percent.
A significant portion of our revenues and expenses are earned and incurred in currencies other than the U.S. dollar. The
euro is the most significant such currency, with others including the British pound, Chinese renminbi, Japanese yen, and
Swiss franc. Fluctuations in the value of the currencies in which we conduct our business relative to the U.S. dollar have
caused and will continue to cause U.S. dollar translations of such currencies to vary from one period to another. Due to the
number of currencies involved, the constantly changing currency exposures, and the potential substantial volatility of
currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In
general terms, depreciation of the U.S. dollar against our other foreign currencies will increase reported net sales.
However, this effect is, at least partially, offset by the fact that we also incur substantial expenses in foreign currencies.
We have significant production and manufacturing facilities located in Germany and intercompany sales of inventory also
expose us to foreign currency exchange rate risk. Intercompany sales of inventory are generally denominated in the local
currency of the subsidiary purchasing the inventory in order to centralize foreign currency risk with the manufacturing
subsidiary. We use an in-house bank approach to net and settle intercompany payables and receivables as well as
intercompany foreign exchange swaps and forward contracts in order to centralize the foreign exchange rate risk to the
extent possible. We have entered in the past and may enter in the future into foreign exchange derivatives including
forwards, swaps and options to manage the remaining foreign exchange exposure.
For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of
relevant risk variables on profit or loss and shareholders' equity. Currency risks as defined by IFRS 7 arise on account of
financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature;
differences resulting from the translation of financial statements into the Company's presentation currency are not taken into
consideration. Relevant risk variables are generally all non-functional currencies in which QIAGEN has financial
instruments.
QIAGEN is exposed to currency risks from financial derivatives. If each of the respective currency pairs for which the
Company has financial derivatives in place, which do not qualify for hedge accounting in accordance with IFRS 9, varied
from the rates used for the preparation of the consolidated financial statements, this would have had an effect on the net
income of the Company. Any effect would have been almost fully off-set by corresponding valuation adjustments in the
positions, which economically had been hedged by these financial derivatives. Accordingly, the net effect of such variance
in currency rates would not have been material.
If, at December\u00a031, 2023, the U.S. dollar had gained or lost 10% against all identified major currencies, the estimated
effect on the fair value of the financial derivatives would have been as follows:
\u00a0
As of December 31, 2023
As of December 31, 2022
(in thousands)
10% higher
10% lower
10% higher
10% lower
Currency
\u00a0
\u00a0
\u00a0
\u00a0
Euro (EUR)
($12,182)
$12,213
($9,088)
$9,081
Australian Dollar (AUD)
913
(913)
846
(846)
Swedish Krona (SEK)
275
(336)
567
(693)
Japanese Yen (JPY)
(115)
96
(96)
94
Canadian Dollar (CAD)
341
(416)
167
(205)
Singapore Dollar (SGD)
(618)
755
(539)
660
Swiss Franc (CHF)
2,959
2,876
(1,982)
2,430
Pound Sterling (GBP)
(1,503)
1,502
(2,210)
2,210
South Korean Won (KRW)
169
(205)
177
(190)
Chinese Yuan (CNY)
(2,652)
7,573
(3,545)
4,402
Norwegian Krone (NOK)
129
(158)
152
(186)
Polish Zloty (PLN)
69
(85)
(254)
311
Thai Baht (THB)
1,923
(1,754)
1,982
(1,861)
Indian Rupee (INR)
74
(95)
(137)
167
Danish Krone (DKK)
337
(392)
\u2014
\u2014
Total
($8,876)
$19,420
($12,770)
$13,940
Interest rates
The Company is exposed to interest rate risk by floating rate financial debt and floating rate financial assets. This exposure
is managed by varying the proportion of fixed and floating rate debt, while all non-derivative financial assets pay interest
on floating rates. Net financial income earned on the Company's net financial assets is generally affected by changes in
the level of interest rates, principally the euro and the U.S. dollar interest rate.
At December\u00a031, 2023, we had $667.3 million in cash and cash equivalents (2022: $730.3 million). Interest income
earned on our cash investments is affected by changes in the relative levels of market interest rates. We only invest in high-
grade investment instruments. A hypothetical adverse 10% movement in market interest rates would have impacted our
financial statements by approximately $5.7 million.
Borrowings against lines of credit are at variable interest rates. We had no amounts outstanding against our lines of credit
at December\u00a031, 2023 and 2022. A hypothetical adverse 10% movement in market interest rates would not have
materially impacted our financial statements.
At December\u00a031, 2023, we had $1.5 billion in current and non-current financial debt (2022: $1.8 billion), of which of
which $245.5 million is floating interest rate debt (2022: $236.8 million). A hypothetical adverse 10% movement in
market interest rates would not have materially impacted our financial statements.
Liquidity risk
To date, we have funded our business primarily through internally generated funds, debt and the private and public sales
of equity. Our primary use of cash has been to support continuing operations and our investing activities including capital
expenditure requirements and acquisitions. As of December\u00a031, 2023 and 2022, we had cash and cash equivalents of
$667.3 million and $730.3 million, respectively. We also had current financial assets of $389.7 million and $687.6
million, respectively. Cash and cash equivalents are primarily held in euros and U.S. dollars, other than those cash
balances maintained in the local currency of subsidiaries to meet local working capital needs. As of December\u00a031, 2023
and 2022, we had working capital of $1.0 billion and $1.3 billion, respectively.
We have a \u20ac400.0 million syndicated ESG-linked revolving credit facility expiring with a contractual life until December
2025 of which no amounts were utilized at December\u00a031, 2023. We have additional credit lines totaling \u20ac13.0 million
with no expiration date, none of which were utilized as of December\u00a031, 2023. We also have repayment obligations of
$1.5 billion of financial debt (2022: $1.8 billion), of which $0.6 billion is current as of December\u00a031, 2023.
As of December\u00a031, 2023, our future contractual cash obligations are as follows:
Contractual Obligations
(in thousands)
Payments Due by Period
Total
2024
2025
2026
2027
2028
Thereafter
Financial debt(1)
$1,548,661
$609,264
$71,511
$13,336
$572,382
$9,714
$272,454
Purchase obligations
98,824
37,396
35,992
13,150
11,383
903
\u2014
Lease obligations
109,900
25,123
20,876
15,049
11,531
8,162
29,159
License and royalty payments
7,217
1,926
1,453
783
766
560
1,729
Total contractual cash obligations
$1,764,602
$673,709
$129,832
$42,318
$596,062
$19,339
$303,342
(1) Amounts include required principal, stated at current carrying values, and interest payments.
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain FDA approval milestones. Potential
milestone payments total $20.7 million and may be triggered by the end of 2024. The total milestone payments of $18.4
million are included in other current liabilities in the accompanying consolidated balance sheet as of December\u00a031, 2023.
Refer to Note 25 \"Fair Value Measurements\" for changes in the contingent consideration liabilities.
We believe that funds from operations, existing cash and cash equivalents, together with the proceeds from our public and
private sales of equity, and availability of financing facilities, will be sufficient to fund our planned operations and
expansion during the coming year. However, any global economic downturn may have a greater impact on our business
than currently expected, and we may experience a decrease in the sales of our products, which could impact our ability to
generate cash. If our future cash flows from operations and other capital resources are not adequate to fund our liquidity
needs, we may be required to obtain additional debt or equity financing or to reduce or delay our capital expenditures,
acquisitions or research and development projects. If we could not obtain financing on a timely basis or at satisfactory
terms, or implement timely reductions in our expenditures, our business could be adversely affected.
Credit risk
Financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, financial
assets, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and financial assets
by dealing with highly rated financial institutions, and investing in a broad and diverse range of financial instruments.
We have established guidelines related to credit quality and maturities of investments intended to maintain safety and
liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer
base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such
losses have historically been within expected ranges. There were no significant concentrations of credit risk during the
reporting period. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the
balance sheet.
Credit risk is managed on a Company basis, except for credit risk relating to accounts receivable balances. Each local
entity is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and
delivery terms and conditions are offered. Further discussion of the allowance for doubtful accounts can be found in Note 8
\"Trade Accounts Receivable.\"
Counterparty risk
The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk
in that the counterparties may be unable to meet the terms of the agreements. To the extent that derivatives are not subject
to mutual collateralization agreements, we attempt to minimize this risk by limiting the counterparties to a diverse group of
highly rated international financial institutions. The carrying values of our financial instruments incorporate the non-
performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties
will default on their obligations and therefore do not expect to record any losses as a result of counterparty default. In order
to minimize our exposure with any single counterparty, we have entered into all derivative agreements, with the exception
of the Call Spread Overlay, under master agreement which allow us to manage the exposure with the respective
counterparty on a net basis. Most of these master agreements, include bilateral collateral agreements.
Fair values
The fair values of financial assets and financial liabilities are determined in accordance with the accounting policies stated
under Note 3.12 \"Financial Instruments \u2013 Recognition and Initial Measurement\" and Note 3.13 \"Financial Instruments \u2013
Classification and Subsequent Measurement.\"
Equity prices
The Warrants issued as part of the Call Spread Overlay discussed in Note 16 \"Financial Debts\" and Note 26.2 \"Use of
Derivative Financial Instruments\" expose us to income statement volatility due to changes in our own equity price. Changes
in the fair value of the Warrants are recognized in other financial results. Assuming a hypothetical 10% increase or
decrease in equity prices at December\u00a031, 2023, the estimated effect would have been approximately $13.8 million loss
or $5.0 million gain, respectively (2022: $84.4 million loss or $69.3 million gain).
Commodities
We have exposure to price risk related to anticipated purchases of certain commodities used as raw materials in our
business. A change in commodity prices may alter the gross margin, but due to the limited exposure to any single raw
material, a price change is unlikely to have a material unforeseen impact on earnings. However, the volatility in product
availability and pricing continued in 2023, and we expect some level of market constraints to continue in 2024.
26.2Use of Derivative Financial Instruments
Derivatives and Hedging
Objective and Strategy
In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage
potential losses from foreign currency exposures and interest bearing assets or liabilities. The principal objective of such
derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.
We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all
derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and
recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge
that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-
currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under
which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.
As of December\u00a031, 2023, cash collateral positions consisted of $5.4 million recorded in other current liabilities and
$87.7 million recorded in other current assets. As of December\u00a031, 2022, we had cash collateral positions consisting of
$21.8 million recorded in other current liabilities and $21.1 million recorded in other current assets in the accompanying
consolidated balance sheet.
Non-Derivative Hedging Instrument
Net Investment Hedge
We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as net investment
hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in
the exchange rate between the euro and the functional currency of the U.S. dollar. The non-derivative hedging instrument is
the German private corporate bond (2017 Schuldschein) which was issued in 2017 in the total amount of $331.1 million
as described in Note 16 \"Financial Debts.\" Of the $331.1 million, which is held in both U.S. dollars and euros, \u20ac255.0
million was designated as the hedging instrument as of December\u00a031, 2022 against a portion of our euro net investments
in our foreign operations. As further described in Note 16, four tranches of the 2017 Schuldschein matured and were paid
in October 2022 and two tranches of the 2017 Schuldschein matured and were paid during 2021. As a result, \u20ac109.5
million remained designated as a hedging instrument as of December\u00a031, 2023. In July 2022, we issued an additional
\u20ac370.0 million German private corporate bond (2022 Schuldschein) as described in Note 16, and it is designated in its
entirety as the hedging instrument against a portion of our euro net investments in our foreign operations. The relative
changes in both the hedged item and hedging instrument are calculated by applying the change in spot rate between two
assessment dates against the respective notional amount. The effective portion of the hedge is recorded in the cumulative
translation adjustment account within other accumulated comprehensive loss. Based on the spot rate method, the unrealized
loss recorded in equity as of December\u00a031, 2023 and 2022 is $35.2 million and $22.6 million, respectively. Since we
are using the debt as the hedging instrument, which is also remeasured based on the spot rate method, there is no hedge
ineffectiveness related to the net investment hedge as of December\u00a031, 2023 and 2022.
Derivatives Designated as Hedging Instruments
Net Investment Hedge
In September 2022, we entered into a one-month interest rate derivative contract for a total notional amount
\u20ac135.0\u00a0million, that matured in October 13, 2022, which qualified as net investment hedge. The objective of the hedge
was to protect the additional investments in foreign operations in September 2022 against adverse changes in the
exchange rate between the euro and the functional currency of the U.S. dollar. The relative changes in both the hedged
item and derivative hedging instrument were calculated by applying the change in spot rate between two assessment dates
against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation
adjustment account within other accumulated comprehensive loss and will be reclassified to earnings upon the disposal or
liquidation of the foreign operations. In October 2022, the interest rate derivative contract expired and the unrealized gain
recorded in equity was $5.8 million as of December\u00a031, 2022.
Cash Flow Hedges
As of December\u00a031, 2023 and 2022, we held derivative instruments that are designated and qualify as cash flow hedges,
where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss
and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains
and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment
of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to
any cash-flow hedges in earnings. Based on their valuation as of December\u00a031, 2023, we expect approximately $2.1
million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the
next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the
same category as the consolidated balance sheets account of the underlying item.
We use interest rate derivative contracts to align our portfolio of interest bearing assets and liabilities with our risk
management objectives. Since 2015, we have been a party to five cross currency interest rate swaps through 2025 for a
total notional amount of \u20ac180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we
entered into five new cross currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million
which qualify for hedge accounting as cashflow hedges. We determined that no ineffectiveness exists related to these
swaps. As of December\u00a031, 2023 and 2022, interest receivables of $8.4 million and $5.5 million, respectively are
recorded in other current assets in the accompanying consolidated balance sheets.
Fair Value Hedges
Until October 2022, we held derivative instruments that qualified for hedge accounting as fair value hedges. For derivative
instruments that are designated and qualify as a fair value hedge, the effective portion of the gain or loss on the derivative
is reflected in earnings. This effect on earnings is offset by the change in the fair value of the hedged item attributable to
the risk being hedged that is also recorded in earnings. The cash flows derived from derivatives are classified in the
consolidated statement of cash flows in the same category as the consolidated balance sheet account of the underlying
item.
We held interest rate swaps which effectively fixed the fair value of a portion of our fixed rate private placement debt and
qualified for hedge accounting as fair value hedges. These interest rate swap derivative instruments expired along with the
repayment of the private placement debt in October 2022, as described in Note 16 \"Financial Debts.\" There has been no
ineffectiveness related to the interest rate swaps.
Derivatives Not Designated as Hedging Instruments
Call Options and Warrants
We entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay entered into
in connection with the Cash Convertible Notes. In these transactions, the Call Options are intended to address the equity
price risk inherent in the cash conversion feature of each instrument by offsetting cash payments in excess of the principal
amount due upon any conversion of the Cash Convertible Notes. Accordingly, the derivative is presented as either current
or non-current based upon the classification of the related debt.
Aside from the initial payment of premiums for the Call Options, we will not be required to make any cash payments under
the Call Options. We will, however, be entitled to receive under the terms of the Call Options, an amount of cash generally
equal to the amount by which the market price per share of our common stock exceeds the exercise price of the Call
Options during the relevant valuation period. The exercise price under the Call Options is equal to the conversion price of
the Cash Convertible Notes.
The Call Options and Warrants, for which our common stock is the underlying security, are derivative assets and liabilities,
respectively, that require mark-to-market accounting treatment. The derivatives are measured and reported at fair value on
a recurring basis, within Level 2 of the fair value hierarchy. The change in fair value of these instruments is recognized
immediately in our consolidated income statements in other financial results.
The Warrants are more fully described in Note 16 \"Financial Debts.\"
Cash Convertible Notes Embedded Cash Conversion Option
The embedded cash conversion option within the Cash Convertible Notes discussed in Note 16 \"Financial Debts\" is
required to be separated from the Cash Convertible Notes and accounted for separately as a derivative liability, with
changes in fair value reported in our consolidated income statements in other financial results until the cash conversion
option settles or expires. The embedded cash conversion option is measured and reported at fair value on a recurring
basis, within Level 2 of the fair value hierarchy.
Because the terms of the Cash Convertible Notes' embedded cash conversion option are substantially similar to those of the
Call Options, discussed above, we expect the effect on earnings from these two derivative instruments to mostly offset each
other. In September 2023, the 2023 Notes and the related Call Options have been settled as described in Note 16 and
we recognized $0.9 million as gain in other financial results in the accompanying consolidated income statement.
Foreign Currency Derivatives
As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions
including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward
contracts, foreign exchange options and cross-currency swaps.
We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional
value of $590.9 million at December\u00a031, 2023, which expire at various dates through September 2024. At December\u00a031,
2022, these arrangements had an aggregate notional value of $466.0 million, which expired at various dates through July
2023. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign
currency exchange risk. Changes in the fair value of these arrangements have been recognized in other financial results.
Fair Values of Derivative Instruments
The following table summarizes the fair value amounts of derivative instruments reported in the consolidated balance sheets
as of December\u00a031, 2023 and 2022:
\u00a0
2023
2022
(in thousands)
Current
Asset
Non-current
Asset
Current
Asset
Non-current
Asset
Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)
\u2014
3,083
\u2014
12,256
Total derivative instruments designated as hedges
\u2014
3,083
\u2014
12,256
Undesignated derivative instruments
Equity options
39,759
\u2014
102,671
119,098
Foreign exchange forwards and options
3,471
\u2014
8,946
\u2014
Total undesignated derivative instruments
43,230
\u2014
111,617
119,098
Total derivative assets
$43,230
$3,083
$111,617
$131,354
(in thousands)
2023
2022
Current
Liability
Non-current
Liability
Current
Liability
Non-current
Liability
Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)
$\u2014
($98,908)
$\u2014
($36,982)
Total derivative instruments designated as hedges
\u2014
(98,908)
\u2014
(36,982)
Undesignated derivative instruments
Cash convertible notes embedded conversion option
(39,830)
\u2014
(102,896)
(119,736)
Warrants and embedded conversion option
(23,687)
(21,470)
(49,769)
(137,007)
Foreign exchange forwards and options
(9,944)
\u2014
(8,356)
\u2014
Total undesignated derivative instruments
(73,461)
(21,470)
(161,021)
(256,743)
Total derivative liabilities
($73,461)
($120,378)
($161,021)
($293,725)
(1) The fair value amounts for the interest rate contracts do not include accrued interest.
27. Capital Management
The primary objectives of the Group's capital management are to safeguard the Group's ability to continue as a going
concern and to ensure financial flexibility to execute the Group's strategic growth targets. We regularly review our capital
structure to ensure a low cost of capital to enhance shareholder value. The Group's overall strategy remains unchanged
from 2022 and we are not subject to any externally imposed capital requirements. All common shares issued are fully
paid.
In July and August 2022, we completed a German private placement bond (2022 Schuldschein), which was issued in
various tranches totaling \u20ac370.0 million ($371.5 million) that have maturities through 2035 as described more fully in
Note 16 \"Financial Debts.\" The interest rate is linked to our ESG performance. As of December\u00a031, 2023, a total of
$408.0 million is outstanding.
In 2022, we repaid $480.0 million of non-current debt including $327.0 million for the remaining U.S. Private Placement
and $153.0 million for the four tranches of German Private Placement (2017 Schuldschein) that matured in October 2022.
In September 2023, we repaid $400.0 million of 2023 Notes at maturity.
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 7, 2024, and involved an approach used by various large,
multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional
open-market repurchases. $295.2 million was returned to shareholders through the transaction, which reduced the total
number of issued Common Shares by approximately 3% to 223.9\u00a0million (of which 2.5\u00a0million are held in Treasury
Shares) as of January 31, 2024.
An important indicator of capital management efforts is the ratio of shareholders' equity compared to total assets as shown
on the consolidated balance sheet:
(in thousands, except of ratio)
2023
2022
Shareholders' equity attributable to equity holders of the parent
$3,867,151
$3,389,293
Total assets
$6,174,153
$6,351,748
Shareholders' equity ratio in %
63%
53%
Total financial debt consists of convertible notes, cash convertible notes and private placements as discussed in Note 16
\"Financial Debts.\" The changes in financial debts reconciled to the cash flows arising from financing activities as follows:
Reconciliation of Liabilities Arising from Financing Activities
Total financial debt consists of cash convertible notes and private placements as discussed in Note 16. The changes in
financial debts reconciled to the cash flows arising from financing activities as follows:
(in thousands)
At December 31,
2022
Cash flows
Amortization of debt
discount and
issuance costs (1)
Foreign currency
and other(2)
At December 31,
2023
Cash convertible notes
$853,883
($400,000)
$29,136
$\u2014
$483,019
Convertible notes
443,285
\u2014
533
\u2014
443,818
German Private Placement (Schuldschein)
510,231
\u2014
279
18,396
528,906
Total non-current debt
1,807,399
(400,000)
29,948
18,396
1,455,743
Lease liability
93,626
(26,779)
\u2014
34,484
101,331
Total liabilities from financing activities
$1,901,025
($426,779)
$29,948
$52,880
$1,557,074
(1) Total amortization of debt discount and issuance costs for the year ended December\u00a031, 2023 totaled $30.2 million, which included $0.2 million costs related to the \u20ac400.0 million syndicated multi-
currency revolving credit facility expiring December 2025. No amounts were utilized at December\u00a031, 2023.
(2) For the year ended December\u00a031, 2023, the Convertible notes are net of debt issuance costs. Also during 2023, the German Private Placement experienced unrealized foreign currency losses totaling
$18.4 million.
(in thousands)
At December 31,
2021
Cash flows
Amortization of debt
discount and
issuance costs (1)
Foreign currency
and other(2)
At December 31,
2022
Cash convertible notes
$821,652
$\u2014
$32,231
$\u2014
$853,883
Convertible notes
442,753
\u2014
532
\u2014
443,285
Private Placement
326,839
(327,000)
161
\u2014
\u2014
German Private Placement (Schuldschein)
294,504
218,449
196
(2,918)
510,231
Total non-current debt
1,885,748
(108,551)
33,120
(2,918)
1,807,399
Lease liability
98,582
(28,595)
\u2014
23,639
93,626
Total liabilities from financing activities
$1,984,330
($137,146)
$33,120
$20,721
$1,901,025
(1) Total amortization of debt discount and issuance costs for the year ended December\u00a031, 2022 totaled $33.7 million which included $0.6 million costs related to the \u20ac400.0 million syndicated multi-
currency revolving credit facility expiring December 2025. No amounts were utilized at December\u00a031, 2022.
(2) For the year ended December\u00a031, 2022, the Convertible notes are net of debt issuance costs. Also during 2022, the German Private Placement experienced unrealized foreign currency net losses totaling
$14.7 million.
28. Consolidated Companies
The following is a list of the Company's subsidiaries as of December\u00a031, 2023 , other than certain subsidiaries that did not
in the aggregate constitute a significant subsidiary.
Company Name
Jurisdiction
of\u00a0Incorporation
Ownership
Voting Rights
Amnisure International LLC
USA
100%
100%
Life Biotech Partners B.V.
Netherlands
100%
100%
DIALUNOX GmbH(1)
Germany
100%
100%
NeuMoDx Molecular Inc.
USA
100%
100%
STAT-Dx Life S.L.
Spain
100%
100%
Verogen, Inc.
USA
100%
100%
QIAGEN Aarhus A/S
Denmark
100%
100%
QIAGEN AB
Sweden
100%
100%
QIAGEN AG
Switzerland
100%
100%
QIAGEN Australia Holding Pty. Ltd.
Australia
100%
100%
QIAGEN Benelux B.V.(2)
Netherlands
100%
100%
QIAGEN Beverly LLC
USA
100%
100%
QIAGEN Biotecnologia Brasil Ltda.
Brazil
100%
100%
QIAGEN China (Shanghai) Co. Ltd.
China
100%
100%
QIAGEN Deutschland Holding GmbH
Germany
100%
100%
QIAGEN Distribution B.V.(2)
Netherlands
100%
100%
QIAGEN France S.A.S.
France
100%
100%
QIAGEN Gaithersburg LLC
USA
100%
100%
QIAGEN Gda\u0144sk Sp. z.o.o.
Poland
100%
100%
QIAGEN GmbH(1)
Germany
100%
100%
QIAGEN Hamburg GmbH(1)
Germany
100%
100%
QIAGEN Hong Kong Pte. Ltd.
China
100%
100%
QIAGEN Inc.
Canada
100%
100%
Company Name
Jurisdiction
of\u00a0Incorporation
Ownership
Voting Rights
QIAGEN Healthcare Biotechnologies Limited(3)
U.K.
100%
100%
QIAGEN Healthcare Biotechnologies Systems Limited(3)
U.K.
100%
100%
QIAGEN India Pvt. Ltd.
India
100%
100%
QIAGEN K.K.
Japan
100%
100%
QIAGEN Korea Ltd.
Korea (South)
100%
100%
QIAGEN LLC
USA
100%
100%
QIAGEN Ltd.
UK
100%
100%
QIAGEN Luxembourg SARL
Luxembourg
100%
100%
QIAGEN Manchester Ltd.
UK
100%
100%
QIAGEN Manila Inc.
Philippines
100%
100%
QIAGEN North American Holdings Inc.
USA
100%
100%
QIAGEN Pty. Ltd.
Australia
100%
100%
QIAGEN Redwood City, Inc.
USA
100%
100%
QIAGEN S.r.l.
Italy
100%
100%
QIAGEN Sciences LLC
USA
100%
100%
QIAGEN Singapore Pte. Ltd.
Singapore
100%
100%
QIAGEN Taiwan Co. Ltd.
Taiwan
100%
100%
QIAGEN Business Management MEA Ltd.
UAE
100%
100%
QIAGEN Wroclaw Sp.z.o.o.
Poland
100%
100%
(1) QIAGEN GmbH (registered under HRB 45822 Trade Register Duesseldorf, Germany), DIALUNOX GmbH (registered under HRB 590384 Trade
Register Freiburg im Breisgau, Germany) and QIAGEN Hamburg GmbH (registered under HRB 71271 Trade Register Duesseldorf, Germany) are
exempt from the audit of individual accounts requirements under Section 264 (3) of the German Commercial Code.
(2) QIAGEN Benelux B.V. (registered under #12053316 in the Netherlands Chamber of Commerce) and QIAGEN Distribution B.V. (registered under
#64026795 in the Netherlands Chamber of Commerce) are exempt from the audit of individual accounts requirements under Section 403 of the Dutch
Civil Code.
(3) QIAGEN Healthcare Biotechnologies Limited (registration #11561466) and QIAGEN Healthcare Biotechnologies Systems Limited (registration
#11562019) are exempt from the audit of individual accounts requirements under Section 479A of the 2006 U.K. Companies Act.
29. Fees Paid to External Auditors
At our 2023 Annual General Meeting of Shareholders on June\u00a022, 2023, our shareholders appointed KPMG Accountants
N.V. to serve as our external auditor for our statutory consolidated financial statements prepared in accordance with
International Financial Reporting Standards as adopted by the EU for the year ended December\u00a031, 2023. Set forth below
are the total fees billed (or expected to be billed), on a consolidated basis, by the independent auditor or their affiliates for
providing audit and other professional services in each of the last two years.
(in thousands)
2023
2022
Audit fees
$2,923
$2,771
thereof KPMG Accountants N.V.
334
312
Audit-related fees
20
42
Tax fees
173
314
All other fees
\u2014
\u2014
Total fees paid to external auditors
$3,116
$3,127
Audit fees consist of fees and expenses billed for the annual audit and quarterly review of QIAGEN's consolidated
financial statements. They also include fees billed for other audit services, which are those services that only the statutory
auditor can provide.
Audit-related fees consist of fees and expenses billed for assurance and related services that are related to the performance
of the audit or review of QIAGEN\u2019s financial statements and include consultations concerning financial accounting and
reporting standards and review of the opening balance sheets of newly acquired companies.
Tax fees include fees and expenses billed for tax compliance services, including assistance on the preparation of tax
returns and claims for refunds and tax consultations, such as assistance and representation in connection with tax audits
and appeals.
All other fees include various fees and expenses billed for services, such as transaction due diligence, as approved by the
Audit Committee.
30. Subsequent Events
Events that occurred after the balance sheet date that provide no information on the actual situation at the balance sheet
date are not recognized in the financial statements. When those events are relevant for the economic decisions of users of
the financial statements, the nature and the estimated financial effects of those events are disclosed in the financial
statements.
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split as discussed in Note 18 \"Equity.\"
", "dimensions": { "concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-348": { "value": ". Corporate Information, Basis of Presentation and Statement of Compliance
Corporate Information
QIAGEN N.V. is a public limited liability company ('naamloze vennootschap') under Dutch law with a registered office at
Hulsterweg 82, 5912 PL Venlo, The Netherlands. The Company is registered under its commercial and legal name
QIAGEN N.V. with the trade register ('kamer van koophandel') of the Dutch region Limburg Noord under file number
12036979. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we, our or the Company) is a leading
global provider of Sample to Insight solutions that enable customers to gain valuable molecular insights from samples
containing the building blocks of life. Our sample technologies isolate and process DNA, RNA and proteins from blood,
tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics
software and knowledge bases interpret genomic data to report relevant, actionable insights. Automation solutions tie these
together in seamless and cost-effective workflows. We provide solutions to more than 500,000 customers around the world
in Molecular Diagnostics (human healthcare) and Life Sciences (academia, pharma R&D and industrial applications,
primarily forensics). As of December\u00a031, 2023, we employed approximately 6,000 people in over 35 locations
worldwide.
Our Common Shares are listed for trading on the Frankfurt Stock Exchange, Prime Standard Segment, under the symbol
QIA and on the New York Stock Exchange (NYSE) under the symbol QGEN.
Basis of Presentation and Statement of Compliance
The accompanying consolidated financial statements were prepared in accordance with International Financial Reporting
Standards as endorsed by the European Union (EU-IFRS) and all amounts are presented in U.S. dollars rounded to the
nearest thousand, unless otherwise indicated. The consolidated financial statements have been prepared on a historical
cost basis, except for derivative financial instruments, contingent consideration and financial assets that have been
measured at fair value. The financial statements of the Company have been prepared on the basis of the going concern
assumption. The consolidated financial statements also comply with the financial reporting requirements included in Part 9
of Book 2 of the Dutch Civil Code, as far as applicable.
QIAGEN has a subsidiary in Moscow, Russia. Due to uncertainties related to the war in Ukraine, and although not material
to our consolidated results of operations, during the year ended December 31, 2022, we recorded a combination of credit
losses, write-offs and impairments related to our business in Russia totaling $4.0\u00a0million. These charges are included in the
line item restructuring, acquisition, integration, and other, net in the accompanying consolidated income statement. We
have suspended activities in Russia and also with our former commercial partner in Belarus.
We undertake acquisitions to complement our own internal product development activities. In January 2023, we acquired
Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human
identification (HID) and forensic investigation located in San Diego, California. The cash consideration, net of cash
acquired was $149.5 million. In May 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions
for proteins and enzymes as well as molecular biology reagents located in Gda\u0144sk, Poland. Its offering includes proteins
and enzymes that are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of
cash acquired, was $63.7 million. At the acquisition dates, all the assets acquired and liabilities assumed were recorded
at their respective fair values and our consolidated results of operations include the operating results from the acquired
companies from the acquisition dates. These acquisitions were not significant to the overall consolidated financial
statements.
The consolidated financial statements of QIAGEN for the year ended December\u00a031, 2023 were authorized for issue in
accordance with a resolution of the Supervisory Board on April 26, 2024.
", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-350": { "value": "
The accompanying consolidated financial statements were prepared in accordance with International Financial Reporting
Standards as endorsed by the European Union (EU-IFRS) and all amounts are presented in U.S. dollars rounded to the
nearest thousand, unless otherwise indicated. The consolidated financial statements have been prepared on a historical
cost basis, except for derivative financial instruments, contingent consideration and financial assets that have been
measured at fair value. The financial statements of the Company have been prepared on the basis of the going concern
assumption. The consolidated financial statements also comply with the financial reporting requirements included in Part 9
of Book 2 of the Dutch Civil Code, as far as applicable.", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-351": { "value": "
The consolidated financial statements of QIAGEN for the year ended December\u00a031, 2023 were authorized for issue in
accordance with a resolution of the Supervisory Board on April 26, 2024", "dimensions": { "concept": "ifrs-full:DisclosureOfAuthorisationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-352": { "value": "
2. Effects of New Accounting Policies and Disclosures
New Accounting Standards and Interpretations Adopted
For 2023, there were no new standards or interpretations that were adopted which have a material impact to the
consolidated financial statements.
Consistent with the International Accounting Standards Board (IASB) amendments to International Accounting Standards
(IAS) 12 Income Taxes, we are subject to the temporary mandatory relief from accounting for deferred tax that arises from
legislation implementing the Pillar Two model rules. Under this relief, we neither recognize nor disclose information about
deferred tax assets and liabilities related to Pillar Two income taxes. We will recognize and disclose the impact from Pillar
Two income taxes effective January 1, 2024. See Note 17 for further disclosures.
New Accounting Standards and Interpretations Issued but Not Yet Adopted
For 2023, there are no new standards or interpretations issued which have not been adopted that are expected to have a
material impact to the consolidated financial statements.
3. Summary of Significant Accounting Policies, Estimates and Judgments
Significant Accounting Policies
3.1\u00a0 Consolidation Principles
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
December\u00a031, 2023 and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date that such control ceases. An entity is controlled when the Company has power
over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to affect those
returns through its power over the entity. In determining whether control exists, potential voting rights must be taken into
account if those rights are substantive, in other words they can be exercised on a timely basis when decisions about the
relevant activities of the entity are to be taken. Entities consolidated by the Company are referred to as \"subsidiaries.\" The
financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies. All intra-Company balances, income and expenses, unrealized gains and losses and dividends
resulting from intra-Company transactions are eliminated in full.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the
noncontrolling interest. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling
interest even if this results in a deficit balance.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the assets (including goodwill) and liabilities of the
subsidiary, the carrying amount of any noncontrolling interest, the cumulative translation differences, recorded in equity,
recognizes the fair value of the consideration received, recognizes the fair value of any investment retained, any surplus or
deficit in profit or loss and reclassifies the parent's share of components previously recognized in other comprehensive
income to profit or loss.
3.2\u00a0 Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any noncontrolling
interest in the acquiree. The Company measures the noncontrolling interest in the acquiree at fair value. Acquisition related
costs incurred are expensed.
When the Company acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions
as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be
recognized either in profit or loss or as a change to other comprehensive income. If the contingent consideration is
classified as equity, it shall not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the consideration transferred and the amount recognized for
noncontrolling interest over the Company's net identifiable assets acquired and liabilities assumed. If this consideration is
lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as profit.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Company's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit retained.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit.
3.3\u00a0 Equity Accounted Investments
Investments in entities in which the Company has significant influence, generally participations of 20% or more of the
voting power, but over which it does not exercise management control are accounted for using the equity method. The
Company's interests in equity accounted investees comprise interests in associates and joint ventures. Associates are those
entities in which the company has significant influence but no control or joint control. A joint venture is an arrangement in
which the company has joint control, whereby the company has rights to the net assets of the arrangement, rather than
rights to its assets and obligations for its liabilities.
Under the equity method, the investment is carried in the balance sheet at cost plus post acquisition changes in the
Company's share of net assets of the associate.
After application of the equity method, the Company determines whether it is necessary to recognize an additional
impairment loss on the Company's investment. The Company determines at each reporting date whether there is any
objective evidence that the investment is impaired. If this is the case the Company calculates the amount of impairment as
the difference between the recoverable amount of the investment and its carrying value and recognizes the amount in the
income statement.
Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its
fair value.
3.4\u00a0 Foreign Currency Translation
The Company's presentation currency is the U.S. dollar (US$) which is also the parent company's functional currency. The
majority of our subsidiaries' functional currencies are the local currency of the respective country. Balance sheets prepared
in the functional currencies are translated to the presentation currency at exchange rates in effect at the end of the
accounting period except for shareholders' equity accounts, which are translated at rates in effect when these balances
were originally recorded. Revenue and expense accounts are translated at a weighted average of exchange rates during
the period. The cumulative effect of translation is included in shareholders' equity. On disposal of a subsidiary, such
translation differences are recognized in the income statement as part of the gain or loss on sale.
Foreign currency transactions involving monetary assets and liabilities denominated in a currency other than the functional
currency of the entity are translated using the exchange rate prevailing at the dates of the transactions and are
subsequently valued at the closing rates at each period end. The foreign currency gains or losses on hedging instruments
used to offset currency risk associated with the translation of the foreign operations are deferred in other comprehensive
income, to the extent that the hedge is effective. Foreign currency transaction gains and losses realized until settlement are
included in the income statement, except for those related to intercompany transactions of a long-term investment nature
which represent in substance part of the reporting entity's net investment in a foreign entity; such gains and losses are
included in the cumulative foreign currency translation adjustments component of shareholders' equity. Included in other
financial results in the accompanying consolidated income statements is a net loss on foreign currency transactions of
$4.1\u00a0million and a net gain on foreign currency transaction of $2.7\u00a0million for the years ended December\u00a031, 2023 and
2022, respectively.
The exchange rates of key currencies affecting the Company were as follows:
(USD equivalent for one)
Closing rate as at December 31,
Annual average rate
2023
2022
2023
2022
Euro (EUR)
1.1050
1.0666
1.0814
1.0542
Pound Sterling (GBP)
1.2715
1.2026
1.2435
1.2376
Swiss Franc (CHF)
1.1933
1.0832
1.1133
1.0486
Japanese Yen (JPY)
0.0071
0.0076
0.0071
0.0077
Chinese Yuan (CNY)
0.1408
0.1450
0.1413
0.1489
Beginning January 1, 2022, the results of our subsidiary in T\u00fcrkiye are reported under hyperinflationary accounting in
accordance with International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (IAS 29).
Under IAS 29, to reflect changes in purchasing power using a general price index, the carrying amounts of non-monetary
assets and liabilities, shareholders\u2019 equity, and comprehensive income of our subsidiary in T\u00fcrkiye were restated in terms of
a measuring unit current at the balance sheet date. No restatement is required for monetary assets and liabilities because
they represent money held, to be received, or to be paid.
At initial application, we recognized a net monetary loss of $5.4 million to adjust transactions recorded during the period
into a measuring unit current as of December 31, 2022. No monetary gain or loss was recorded for the year ended
December 31, 2023 as there were no material effects from the application of IAS 29.
3.5\u00a0 Revenue Recognition
We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the
consideration that is expected to be received in exchange for those goods or services. We enter into contracts that can
include various combinations of products and services, which are generally distinct and accounted for as separate
performance obligations. The transaction price is allocated to performance obligations based on their relative stand-alone
selling prices. The majority of our sales revenue is recognized when products are shipped to the customers at which point
control transfers. Refer to Note 4 \"Revenue\" for additional details.
Shipping and handling costs charged to customers are recorded as revenue in the period that the related product sale
revenue is recorded. Associated costs of shipping and handling are included in sales and marketing expenses. For the
years ended December\u00a031, 2023 and 2022, shipping and handling costs totaled $32.4 million and $34.4 million,
respectively.
3.6\u00a0 Operating Expenses
Advertising Costs
The costs of advertising are expensed as incurred when the services are performed and are included as a component of
sales and marketing expense. Advertising costs for the years ended December\u00a031, 2023 and 2022 were $11.5 million
and $15.8 million, respectively.
General and Administrative
General and administrative expenses primarily represent personnel costs and expenses associated with administrative
infrastructure, including continued investments across the organization in information technology improvements and cyber
security.
Restructuring, Acquisition, Integration and Other
We incur indirect acquisition and business integration costs in connection with business combinations. These costs
represent incremental costs that we believe would not have been incurred absent the business combinations. Major
components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations,
payroll and related costs for employees remaining with the Company on a transitional basis and public relations,
advertising and media costs for re-branding of the combined organization.
Restructuring costs include personnel costs (principally termination benefits), facility closure and contract termination costs.
Termination benefits are recorded when it is probable that employees will be entitled to benefits and the amounts can be
reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the
similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits.
Facility closure and other costs are recorded when the liability is incurred. The specific restructuring measures and
associated estimated costs are based on management's best business judgment under the existing circumstances at the time
the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the period
of the revised estimate. See Note 6 \"Restructuring\" for the details.
Research and Development
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an
intangible asset when the Company can demonstrate:
\u2022 The technical feasibility of completing the intangible asset so that it will be available for use or sale.
\u2022 Its intention to complete and its ability to use or sell the asset.
\u2022 How the asset will generate probable future economic benefits.
\u2022 The availability of resources to complete the asset and to use or sell the intangible asset.
\u2022 The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be
carried at cost less any accumulated amortization and accumulated impairment losses.
Amortization of the asset begins when development is complete and the asset is available for use. It is amortized on a
straight-line basis over the period of expected future benefit (between three and five years). Amortization is recorded in
cost of sales. During the period of development, the asset is tested for impairment annually.
3.7\u00a0 Government Grants
We recognize government grants when there is reasonable assurance that all conditions will be complied with and the
grant will be received. Our government grants generally represent subsidies for specified activities and are therefore
recognized when earned as a reduction of the expenses recorded for the activity that the grants are intended to
compensate. Thus, when the grant relates to research and development expense, the grant is recognized over the same
period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities
in the balance sheet. When the grant relates to an asset, the value of the grant is deducted from the carrying amount of the
asset and recognized over the same period that the related asset is depreciated or amortized.
In 2023, we received government grants in the amount of $4.4 million (2022: $2.4 million), of which $4.0 million was
offset against the carrying amount of assets and $0.4 million of income was included to offset research and development
expense in the accompanying consolidated income statement. We do not carry any liabilities related to government grants.
3.8\u00a0 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset)
when such borrowing costs are significant and are recognized using the effective interest rate method. All other borrowing
costs are expensed in the period they occur.
3.9\u00a0 Post-Employment Benefits
The Company operates a number of defined benefit and defined contribution plans. For defined benefit plans, the
Company provides for benefits payable to their employees on retirement by charging current service costs to income. The
defined benefit liability comprises the present value of the defined benefit obligation less past service cost and actuarial
gains and losses not yet recognized and less the fair value of plan assets out of which the obligations are to be settled
directly. The Company's contributions to the defined contribution pension plans are charged to the income statement in the
year to which they relate. Refer to Note 23 \"Employee Benefits and Personnel Costs\" for more details.
3.10\u00a0 Share-Based Payments
The Company has a stock option plan, which is described in detail under Note 22 \"Share-Based Payments.\" A
compensation charge is calculated at the date the options are granted. This charge is recognized over the stock option's
vesting period. When the option is exercised, the proceeds received net of any transaction costs are credited to share
capital and share premium.
3.11\u00a0 Taxation
Taxes reported in the consolidated income statements include current and deferred income taxes.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities and are presented net within tax jurisdictions where permitted. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Company
operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date. A deferred tax asset is recognized for deductible temporary differences and unused tax losses (tax credits)
carried forward, to the extent that it is probable that future taxable profits will be available.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are
recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Income tax exposure
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and
timing of future taxable income. Given the wide range of international business relationships and the long-term nature and
complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or
future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.
The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax
authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such
as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the
responsible tax authority. Such differences of Interpretation may arise on a wide variety of issues depending on the
conditions prevailing in the respective Company's domicile.
3.12\u00a0 Financial Instruments - Recognition and Initial Measurement
The Company's financial assets include cash and short-term deposits, trade accounts receivable, loan and other
receivables, quoted and unquoted financial instruments, and derivative financial instruments. The Company's financial
liabilities include trade and other payables, loans and borrowings, and derivative financial instruments.
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets
and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the
instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly
attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at
the transaction price.
3.13\u00a0 Financial Instruments - Classification and Subsequent Measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortized costs; fair value through other
comprehensive income (FVOCI) - debt investment; FVOCI - equity investment; or fair value through profit or loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model
for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as an
FVTPL:
\u2022 it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
\u2022 it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets (see Note 26). On initial recognition, the Company may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as measured at FVTPL
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise (IFRS 9, para 4.1.5). As
of December 31, 2022, we have not made this election.
Financial assets - Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio
level because this best reflects the way the business is managed and information is provided to management. The
information considered includes:
\u2022 the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management\u2019s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
\u2022 how the performance of the portfolio is evaluated and reported to the Company\u2019s management;
\u2022 the risks that affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;
\u2022 how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
\u2022 the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for
this purpose, consistent with the Company\u2019s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are
measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition.
\u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the
contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment,
the Company considers:
\u2022 contingent events that would change the amount or timing of cash flows;
\u2022 terms that may adjust the contractual coupon rate, including variable-rate features;
\u2022 prepayment and extension features; and
\u2022 terms that limit the Company\u2019s claim to cash flows from specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include
reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that
substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
Financial assets - Classification, subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognized in profit or loss. However, see Note 26 for derivatives designated as
hedging instruments.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The
amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in
profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective
interest method, foreign exchange gains and losses and impairment are recognized in profit or loss.
Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in
OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net
gains and losses are recognized in OCI and are never reclassified to profit or loss.
At December\u00a031, 2023, $81.0 million of commercial paper held as current financial assets, all unquoted equity securities
held as non-current financial assets, and current and non-current derivative financial instruments are measured at FVTPL. All
other financial assets are measured at amortized cost.
The Company does not hold any debt or equity investments at FVOCI as of December\u00a031, 2023.
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL
are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other
financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
At December\u00a031, 2023, current and non-current derivative financial instruments are measured at FVTPL, with additional
disclosures in Note 25 \"Fair Value Measurements.\" All other financial liabilities are measured at amortized cost.
See Note 26 for financial liabilities designated as hedging instruments.
3.14\u00a0 Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its balance sheet, but retains either all or
substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not
derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The
Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non\u2011cash assets transferred or liabilities assumed) is recognized in profit or loss.
3.15\u00a0 Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when,
the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realize the asset and settle the liability simultaneously.
3.16\u00a0 Derivative Financial Instruments and Hedge Accounting
The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a
financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value,
and changes therein are generally recognized in profit or loss.
At inception of designated hedging relationships, the Company documents the risk management objective and strategy for
undertaking the hedge. The Company also documents the economic relationship between the hedged item and the
hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected
to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the
derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value
of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative
is recognized immediately in profit or loss.
The Company designates only the change in fair value of the spot element of forward exchange contracts as the hedging
instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange
contracts (\u2018forward points\u2019) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve
within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the
amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the
non-financial item when it is recognized.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve
is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect
profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is
exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial item\u2019s cost on its initial
recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the
hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a
net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging
instrument or, for a non-derivative, foreign exchange gains and losses is recognized in OCI and presented in the
translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign
exchange gains and losses on the non-derivative is recognized immediately in profit or loss. The amount recognized in
OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.
3.17\u00a0 Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments
that are short-term and highly liquid with an original maturity of less than three months at the date of purchase.
(in thousands)
\u00a0
2023
2022
Cash at bank and on hand
\u00a0
$86,616
$121,916
Money market funds
481,360
289,394
Commercial paper
9,982
94,828
Short-term bank deposits
89,362
224,133
Cash and cash equivalents
\u00a0
$667,320
$730,271
3.18\u00a0 Inventories
Inventories are stated at the lower of cost and net realizable value. The moving average method of valuation is used. The
cost of work in process and finished goods includes raw materials, direct labor and production overhead expenditure
based upon normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of
business less the cost of completion and distribution expenses. At December\u00a031, 2023\u00a0 and 2022, no inventory was
recorded at net realizable value. Provisions are established for slow-moving and obsolete inventory. No inventory is
pledged as collateral as of December\u00a031, 2023 and 2022.
(in thousands)
\u00a0
2023
2022
Raw materials
\u00a0
$91,204
$97,613
Work in process
\u00a0
94,736
85,488
Finished goods
\u00a0
211,972
175,386
Total inventories, net
\u00a0
$397,912
$358,487
Included in inventories as of December\u00a031, 2023 are $38.2 million (2022: $34.4 million) of inventory provisions. The
movement in inventory provisions was recorded under cost of sales. For the years ended December\u00a031, 2023 and 2022,
cost of sales included cost of inventory sold of $292.5 million and $300.4 million, respectively.
3.19\u00a0 Property, Plant and Equipment
Property, plant and equipment are stated at cost of acquisition or construction cost less accumulated depreciation and
accumulated impairment in value. Depreciation is computed using the straight-line and declining balance methods over the
following estimated useful lives of the assets:
Buildings and leasehold improvements
up to 60 years
Machinery and equipment
3-10 years
Furniture and office equipment
3-10 years
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate. Land is
not depreciated. Construction costs include borrowing costs and operating expenses that are directly attributable to items
of property, plant and equipment capitalized during construction. Subsequent expenditure on an item of property, plant
and equipment is capitalized at cost only when it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably. Repair and maintenance costs are expensed as
incurred. Gains and losses on disposal or retirement of items of property, plant and equipment are determined by
comparing the proceeds received with the carrying amounts and are included in the consolidated income statements. The
asset's residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at each
financial year end.
3.20\u00a0 Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Company as a lessee
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the company. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on
a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
\u2022 fixed payments, including in-substance fixed payments, less any lease incentives received;
\u2022 variable lease payments that are based on an index or a rate;
\u2022 amounts expected to be payable to the lessee under residual value guarantees;
\u2022 the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
\u2022 payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee's incremental borrowing rate at the lease commencement date is used, which is based on an assessment of interest
rates the company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset
and location, collateral, market terms and conditions, as applicable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is
recognized in the income statement over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
Right-of-use assets are measured at cost comprising the following:
\u2022 the amount of the initial measurement of the lease liability;
\u2022 any lease payments made at or before the commencement date less any lease incentives received;
\u2022 any initial direct costs; and
\u2022 restoration costs.
The company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised. The company applies judgement in evaluating whether it is reasonably
certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to
exercise the renewal.
The company leases various items of real estate, vehicles and other equipment. Rental contracts are typically made for
fixed periods but may have extension or termination options.
Company as a lessor
When the company acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating
lease. Leases in which the company does not transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as operating leases. The company recognizes lease payments received under operating leases as
income on a straight-line basis over the lease terms in the Income Statement.
3.21\u00a0 Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is its fair value as at the date of acquisition. Expenditure on acquired technology rights, patents,
trademarks and licenses are capitalized as intangible assets when it is probable that future economic benefits will flow to
the Company and the cost can be measured reliably. Following initial recognition, intangible assets are carried at cost less
any accumulated amortization and any accumulated impairment losses.
Through business combinations, the Company may acquire a variety of intangible assets which either will be or are
amortized based on the nature and use of the assets. Amortization expense related to developed technology and patent
and license rights acquired in a business combination is included in cost of sales. Amortization of trademarks and customer
base acquired in a business combination is recorded in sales and marketing expense. For intangible assets not acquired in
business combinations, amortization expense is recorded within cost of sales, research and development, or sales and
marketing line items based on the nature and use of the asset.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are
amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life
are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate,
and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in the income statement in the expense category consistent with the function of the intangible asset.
Developed technology, patents and license rights, computer software, development costs and other intellectual properties
are amortized on a straight-line basis over their estimated useful lives as follows:
Developed technology, patents and license rights
5-15 years
Computer software
3-20 years
Development costs
3-5 years
Other intellectual properties
5-15 years
3.22\u00a0 Impairment
Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) for trade receivables, contract assets, and debt
investments carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation
of the original effective interest rate.
ECLs are recognized in two stages. For credit risk exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
next 12 months (12-month ECLs). The company considers a financial asset to be in default when the counterparty is unlikely
to pay its credit obligations to the company in full or when the financial asset is past due. For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime ECLs). When
determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis, based on the company's historical experience and informed
credit assessment and including forward-looking information, such as forecast economic conditions.
The Company assesses the allowance for doubtful accounts by applying the IFRS 9 simplified approach to measuring
expected credit losses (ECLs), which uses the lifetime ECL allowance. To measure the ECLs on trade receivables, the
Company considers any credit-risk concentration, collective debt risk based on historical losses, specific circumstances
considering the market information on a country specific basis, and other forward looking information. Trade receivables
are written off when there is no reasonable expectation of recovery of the asset (for example, because of bankruptcy).
Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or the Company's assets. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.
Impairment losses are recognized in the income statement in those expense categories consistent with the function of the
impaired asset, except for property previously revalued where the revaluation was taken to other comprehensive income. In
this case, the impairment is also recognized in other comprehensive income up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the
Company estimates the asset's or cash-generating unit's recoverable amount. A previously recognized impairment loss is
reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the
asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
Goodwill
Goodwill is subject to impairment tests annually, as of October 1, or earlier if indicators of potential impairment exist. We
assess goodwill for impairment at least annually in the absence of an indicator of possible impairment and immediately
upon an indicator of possible impairment.
Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-
generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than their
carrying amount an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as of October 1 either individually or at the
cash-generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired.
3.23\u00a0 Provisions
Provisions are recognized by the Company when a present legal or constructive obligation exists as a result of past events,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount of the obligation can be made. Where the effect of the time value of money is material, the
amount of a provision is the present value of the expenditures expected to be required to settle the obligation. Where
discounting is used, the increase in the provision due to the passage of time is recognized as a financing cost.
The Company provides warranties on products against defects in materials and workmanship for a period of one year. A
provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product
warranty obligations are included in other current liabilities in the balance sheet. Additionally, we typically provide limited
warranties with respect to our services. Refer to Note 14 \"Provisions\" for changes in the carrying amount of the warranty
provision for 2023.
Acquisition related provisions are costs recognized separately from the purchase price of a business combination. These
costs primarily relate to personnel and consulting costs to effect the business combination and subsequent integration. Refer
to Note 14 \"Provisions\" for changes in the carrying amount of the acquisition related provision for 2023.
3.24\u00a0 Reportable Segment
We determined that we operate as one reportable segment. Our chief operating decision maker (CODM)\u00a0makes decisions
based on the Company as a whole. In addition, we have a common basis of organization and types of products and
services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one cash-
generating unit.
3.25\u00a0 Statement of Cash Flows
The statement of cash flows provides an explanation of the changes in cash and cash equivalents. It is prepared on the
basis of a comparison of the balance sheet as of January 1 and December 31 using the indirect method. Investing and
financing transactions that do not require the use of cash or cash equivalents have been excluded from the cash flow
statement.
Significant Accounting Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next year are described below.
Purchase Price Allocation
The purchase price allocation for acquisitions requires extensive use of accounting estimates and judgments to allocate the
purchase price to the identifiable tangible and intangible assets acquired, including in-process research and development,
and liabilities assumed based on their respective fair values. An acquisition may include contingent consideration as part
of the purchase price. Contingent consideration is accounted for at fair value at the acquisition date with subsequent
changes to the fair value being recognized in earnings. Additionally, we must determine whether an acquired entity is
considered to be a business or a set of net assets, because a portion of the purchase price can only be allocated to
goodwill in a business combination.
We have made several acquisitions in recent years. The purchase prices for the acquisitions were allocated to tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. We
engaged an independent third-party valuation firm to assist us in determining the estimated fair values of in-process
research and development and identifiable intangible assets. Such a valuation requires significant estimates and
assumptions, including but not limited to determining the timing and estimated costs to complete the in-process projects,
projecting regulatory approvals, estimating future cash flows, and developing appropriate discount rates. We believe the
estimated fair values of contingent consideration and assets acquired and liabilities assumed are based on reasonable
assumptions. However, the fair value estimates for the purchase price allocations may change during the allowable
allocation period, which is up to one year from the acquisition dates, if additional information becomes available.
Fair Value Measurements
We have categorized our assets and liabilities that are measured at fair value, based on the priority of the inputs to the
valuation techniques, in a three-level fair value hierarchy: Level\u00a01 - using quoted prices in active markets for identical assets
or liabilities; Level 2 - using observable inputs other than quoted prices; and Level 3 \u2013 using unobservable inputs.\u00a0We
primarily apply the market approach for recurring fair value measurements, maximize our use of observable inputs and
minimize our use of unobservable inputs.\u00a0We utilize the mid-point price between bid and ask prices for valuing the
majority of our assets and liabilities measured and reported at fair value.\u00a0In addition to using market data, we make
assumptions in valuing assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the
valuation technique.
Certain of our derivative instruments, which are classified in Level 2 of the fair value hierarchy, are valued using industry-
standard models that consider various inputs, including time value, volatility factors, and current market and contractual
prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are
observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are
supported by observable prices at which transactions are executed in the marketplace.
Certain of our acquisitions involve contingent consideration, the payment of which is contingent on the occurrence of future
events. Contingent consideration is classified in Level 3 of the fair value hierarchy and is initially recognized at fair value
as a cost of the acquisition. After the acquisition, the contingent consideration liability is remeasured each reporting period.
The fair value of contingent consideration is measured predominantly on unobservable inputs such as assumptions about
the likelihood of achieving specified milestone criteria, projections of future financial performance, assumed discount rates
and assumed weightings applied to potential scenarios in deriving a probability weighted fair value. Significant judgment
is used in developing these estimates and assumptions both at the acquisition date and in subsequent periods. If actual
events differ from management's estimates, or to the extent these estimates are adjusted in the future, our financial
condition or results of operations could be affected in the period of any change.
For other fair value measurements, we generally use an income approach to measure fair value when there is not a market
observable price for an identical or similar asset or liability.\u00a0This approach utilizes management\u2019s best assumptions
regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk-adjusted
discount rate.
Impairment of Goodwill and Intangible Assets
Assets are tested or reviewed for impairment in accordance with the accounting policy stated under Note 3.22
\"Impairment.\"
In the fourth quarter of 2023, we performed our annual impairment assessment of goodwill (using data as of October\u00a01,
2023). We performed our goodwill impairment testing on a single cash-generating unit basis which is consistent with our
reporting structure. In testing for potential impairment, we measured the estimated fair value of the cash-generating unit
based upon discounted future operating cash flows using a discount rate reflecting our estimated average cost of funds.
Differences in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal five-year projections. Our
projections were based on recent sales data for existing products, planned timing of new product launches, and customer
commitments related to new and existing products. We performed a series of sensitivity analyses on our calculation by
varying key inputs individually including a decrease in projected future cash flows and growth rates and an increase in the
weighted average cost of capital to a +/-10% threshold and found no material impact on the value of goodwill. We
concluded that no impairment existed at October 1, 2023 or through December\u00a031, 2023.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our
estimates.
Development Costs
Development costs are capitalized in accordance with the accounting policy stated under research and development in
Note 3.6 \"Operating Expenses\" above. Assessing whether the development costs qualify for capitalization requires
management to make assumptions regarding the expected future cash generation of the assets, discount rates to be
applied and the expected period of benefits. Periodically, and at least annually, management assesses whether there are
indications that projects may be impaired and if impairment indicators exist, management reviews the carrying amount of
the projects and performs a test for impairment.
Income Taxes
The Company is subject to income taxes in numerous jurisdictions that require estimates to be made based on
interpretations of laws or regulations. Various internal and external factors, such as changes in tax laws, regulations and
rates, changing interpretations of existing tax laws or regulations, future level of research and development spending and
changes in overall levels of pre-tax income may have favorable or unfavorable effects on the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred tax assets are recognized in accordance with the accounting policy stated in Note 3.11 \"Taxation.\" Deferred tax
assets are recognized for net operating loss carry-forwards to the extent that it is probable that taxable profit will be
available against which the losses can be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized based upon the likely timing and level of future taxable profits.
Share-Based Payments - Stock Options
The Company utilizes the Black-Scholes-Merton valuation model for estimating the fair value of its stock options as stated
under Note 22 \"Share-Based Payments.\" Option valuation models, including Black-Scholes-Merton, require the input of
highly subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an
award.
Share-Based Payments - Restricted Stock Units and Performance Stock Units
Restricted stock units and performance stock units represent rights to receive Common Shares at a future date. The fair
market value is determined based on the number of stock units granted and the fair market value of our shares on the grant
date. The fair market value at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense
over the vesting period. We grant performance-based stock units subject to performance periods of one-year up to three
years. Thus the estimates of performance achieved during the performance period may be subject to significant changes
from period to period as the performance is completed.", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-354": { "value": "
3.1\u00a0 Consolidation Principles
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
December\u00a031, 2023 and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date that such control ceases. An entity is controlled when the Company has power
over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to affect those
returns through its power over the entity. In determining whether control exists, potential voting rights must be taken into
account if those rights are substantive, in other words they can be exercised on a timely basis when decisions about the
relevant activities of the entity are to be taken. Entities consolidated by the Company are referred to as \"subsidiaries.\" The
financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies. All intra-Company balances, income and expenses, unrealized gains and losses and dividends
resulting from intra-Company transactions are eliminated in full.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the
noncontrolling interest. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling
interest even if this results in a deficit balance.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the assets (including goodwill) and liabilities of the
subsidiary, the carrying amount of any noncontrolling interest, the cumulative translation differences, recorded in equity,
recognizes the fair value of the consideration received, recognizes the fair value of any investment retained, any surplus or
deficit in profit or loss and reclassifies the parent's share of components previously recognized in other comprehensive
income to profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-353": { "value": "
3.1\u00a0 Consolidation Principles
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
December\u00a031, 2023 and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date that such control ceases. An entity is controlled when the Company has power
over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to affect those
returns through its power over the entity. In determining whether control exists, potential voting rights must be taken into
account if those rights are substantive, in other words they can be exercised on a timely basis when decisions about the
relevant activities of the entity are to be taken. Entities consolidated by the Company are referred to as \"subsidiaries.\" The
financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies. All intra-Company balances, income and expenses, unrealized gains and losses and dividends
resulting from intra-Company transactions are eliminated in full.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the
noncontrolling interest. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling
interest even if this results in a deficit balance.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the assets (including goodwill) and liabilities of the
subsidiary, the carrying amount of any noncontrolling interest, the cumulative translation differences, recorded in equity,
recognizes the fair value of the consideration received, recognizes the fair value of any investment retained, any surplus or
deficit in profit or loss and reclassifies the parent's share of components previously recognized in other comprehensive
income to profit or loss.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-355": { "value": "
3.2\u00a0 Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any noncontrolling
interest in the acquiree. The Company measures the noncontrolling interest in the acquiree at fair value. Acquisition related
costs incurred are expensed.
When the Company acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions
as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be
recognized either in profit or loss or as a change to other comprehensive income. If the contingent consideration is
classified as equity, it shall not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the consideration transferred and the amount recognized for
noncontrolling interest over the Company's net identifiable assets acquired and liabilities assumed. If this consideration is
lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as profit.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Company's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit retained.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-356": { "value": "
3.3\u00a0 Equity Accounted Investments
Investments in entities in which the Company has significant influence, generally participations of 20% or more of the
voting power, but over which it does not exercise management control are accounted for using the equity method. The
Company's interests in equity accounted investees comprise interests in associates and joint ventures. Associates are those
entities in which the company has significant influence but no control or joint control. A joint venture is an arrangement in
which the company has joint control, whereby the company has rights to the net assets of the arrangement, rather than
rights to its assets and obligations for its liabilities.
Under the equity method, the investment is carried in the balance sheet at cost plus post acquisition changes in the
Company's share of net assets of the associate.
After application of the equity method, the Company determines whether it is necessary to recognize an additional
impairment loss on the Company's investment. The Company determines at each reporting date whether there is any
objective evidence that the investment is impaired. If this is the case the Company calculates the amount of impairment as
the difference between the recoverable amount of the investment and its carrying value and recognizes the amount in the
income statement.
Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its
fair value.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-357": { "value": "
3.4\u00a0 Foreign Currency Translation
The Company's presentation currency is the U.S. dollar (US$) which is also the parent company's functional currency. The
majority of our subsidiaries' functional currencies are the local currency of the respective country. Balance sheets prepared
in the functional currencies are translated to the presentation currency at exchange rates in effect at the end of the
accounting period except for shareholders' equity accounts, which are translated at rates in effect when these balances
were originally recorded. Revenue and expense accounts are translated at a weighted average of exchange rates during
the period. The cumulative effect of translation is included in shareholders' equity. On disposal of a subsidiary, such
translation differences are recognized in the income statement as part of the gain or loss on sale.
Foreign currency transactions involving monetary assets and liabilities denominated in a currency other than the functional
currency of the entity are translated using the exchange rate prevailing at the dates of the transactions and are
subsequently valued at the closing rates at each period end. The foreign currency gains or losses on hedging instruments
used to offset currency risk associated with the translation of the foreign operations are deferred in other comprehensive
income, to the extent that the hedge is effective. Foreign currency transaction gains and losses realized until settlement are
included in the income statement, except for those related to intercompany transactions of a long-term investment nature
which represent in substance part of the reporting entity's net investment in a foreign entity; such gains and losses are
included in the cumulative foreign currency translation adjustments component of shareholders' equity. Included in other
financial results in the accompanying consolidated income statements is a net loss on foreign currency transactions of
$4.1\u00a0million and a net gain on foreign currency transaction of $2.7\u00a0million for the years ended December\u00a031, 2023 and
2022, respectively.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-358": { "value": "
The Company's presentation currency is the U.S. dollar (US$) which is also the parent company's functional currency. The
majority of our subsidiaries' functional currencies are the local currency of the respective country. Balance sheets prepared
in the functional currencies are translated to the presentation currency at exchange rates in effect at the end of the
accounting period except for shareholders' equity accounts, which are translated at rates in effect when these balances
were originally recorded.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-359": { "value": "
3.5\u00a0 Revenue Recognition
We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the
consideration that is expected to be received in exchange for those goods or services. We enter into contracts that can
include various combinations of products and services, which are generally distinct and accounted for as separate
performance obligations. The transaction price is allocated to performance obligations based on their relative stand-alone
selling prices. The majority of our sales revenue is recognized when products are shipped to the customers at which point
control transfers. Refer to Note 4 \"Revenue\" for additional details.
Shipping and handling costs charged to customers are recorded as revenue in the period that the related product sale
revenue is recorded. Associated costs of shipping and handling are included in sales and marketing expenses.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-360": { "value": "
3.6\u00a0 Operating Expenses
Advertising Costs
The costs of advertising are expensed as incurred when the services are performed and are included as a component of
sales and marketing expense. Advertising costs for the years ended December\u00a031, 2023 and 2022 were $11.5 million
and $15.8 million, respectively.
General and Administrative
General and administrative expenses primarily represent personnel costs and expenses associated with administrative
infrastructure, including continued investments across the organization in information technology improvements and cyber
security.
Restructuring, Acquisition, Integration and Other
We incur indirect acquisition and business integration costs in connection with business combinations. These costs
represent incremental costs that we believe would not have been incurred absent the business combinations. Major
components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations,
payroll and related costs for employees remaining with the Company on a transitional basis and public relations,
advertising and media costs for re-branding of the combined organization.
Restructuring costs include personnel costs (principally termination benefits), facility closure and contract termination costs.
Termination benefits are recorded when it is probable that employees will be entitled to benefits and the amounts can be
reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the
similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits.
Facility closure and other costs are recorded when the liability is incurred. The specific restructuring measures and
associated estimated costs are based on management's best business judgment under the existing circumstances at the time
the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the period
of the revised estimate. See Note 6 \"Restructuring\" for the details.
Research and Development
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an
intangible asset when the Company can demonstrate:
\u2022 The technical feasibility of completing the intangible asset so that it will be available for use or sale.
\u2022 Its intention to complete and its ability to use or sell the asset.
\u2022 How the asset will generate probable future economic benefits.
\u2022 The availability of resources to complete the asset and to use or sell the intangible asset.
\u2022 The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be
carried at cost less any accumulated amortization and accumulated impairment losses.
Amortization of the asset begins when development is complete and the asset is available for use. It is amortized on a
straight-line basis over the period of expected future benefit (between three and five years). Amortization is recorded in
cost of sales. During the period of development, the asset is tested for impairment annually.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-361": { "value": "
3.7\u00a0 Government Grants
We recognize government grants when there is reasonable assurance that all conditions will be complied with and the
grant will be received. Our government grants generally represent subsidies for specified activities and are therefore
recognized when earned as a reduction of the expenses recorded for the activity that the grants are intended to
compensate. Thus, when the grant relates to research and development expense, the grant is recognized over the same
period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities
in the balance sheet. When the grant relates to an asset, the value of the grant is deducted from the carrying amount of the
asset and recognized over the same period that the related asset is depreciated or amortized.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-362": { "value": "
3.8\u00a0 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset)
when such borrowing costs are significant and are recognized using the effective interest rate method. All other borrowing
costs are expensed in the period they occur.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-363": { "value": "
3.9\u00a0 Post-Employment Benefits
The Company operates a number of defined benefit and defined contribution plans. For defined benefit plans, the
Company provides for benefits payable to their employees on retirement by charging current service costs to income. The
defined benefit liability comprises the present value of the defined benefit obligation less past service cost and actuarial
gains and losses not yet recognized and less the fair value of plan assets out of which the obligations are to be settled
directly. The Company's contributions to the defined contribution pension plans are charged to the income statement in the
year to which they relate.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-364": { "value": "
3.10\u00a0 Share-Based Payments
The Company has a stock option plan, which is described in detail under Note 22 \"Share-Based Payments.\" A
compensation charge is calculated at the date the options are granted. This charge is recognized over the stock option's
vesting period. When the option is exercised, the proceeds received net of any transaction costs are credited to share
capital and share premium.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-365": { "value": "
3.11\u00a0 Taxation
Taxes reported in the consolidated income statements include current and deferred income taxes.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities and are presented net within tax jurisdictions where permitted. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Company
operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date. A deferred tax asset is recognized for deductible temporary differences and unused tax losses (tax credits)
carried forward, to the extent that it is probable that future taxable profits will be available.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are
recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Income tax exposure
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and
timing of future taxable income. Given the wide range of international business relationships and the long-term nature and
complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or
future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.
The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax
authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such
as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the
responsible tax authority. Such differences of Interpretation may arise on a wide variety of issues depending on the
conditions prevailing in the respective Company's domicile.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-366": { "value": "
3.12\u00a0 Financial Instruments - Recognition and Initial Measurement
The Company's financial assets include cash and short-term deposits, trade accounts receivable, loan and other
receivables, quoted and unquoted financial instruments, and derivative financial instruments. The Company's financial
liabilities include trade and other payables, loans and borrowings, and derivative financial instruments.
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets
and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the
instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly
attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at
the transaction price.
3.13\u00a0 Financial Instruments - Classification and Subsequent Measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortized costs; fair value through other
comprehensive income (FVOCI) - debt investment; FVOCI - equity investment; or fair value through profit or loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model
for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as an
FVTPL:
\u2022 it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
\u2022 it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets (see Note 26). On initial recognition, the Company may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as measured at FVTPL
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise (IFRS 9, para 4.1.5). As
of December 31, 2022, we have not made this election.
Financial assets - Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio
level because this best reflects the way the business is managed and information is provided to management. The
information considered includes:
\u2022 the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management\u2019s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
\u2022 how the performance of the portfolio is evaluated and reported to the Company\u2019s management;
\u2022 the risks that affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;
\u2022 how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
\u2022 the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for
this purpose, consistent with the Company\u2019s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are
measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition.
\u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the
contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment,
the Company considers:
\u2022 contingent events that would change the amount or timing of cash flows;
\u2022 terms that may adjust the contractual coupon rate, including variable-rate features;
\u2022 prepayment and extension features; and
\u2022 terms that limit the Company\u2019s claim to cash flows from specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include
reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that
substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
Financial assets - Classification, subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognized in profit or loss. However, see Note 26 for derivatives designated as
hedging instruments.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The
amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in
profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective
interest method, foreign exchange gains and losses and impairment are recognized in profit or loss.
Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in
OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net
gains and losses are recognized in OCI and are never reclassified to profit or loss.
At December\u00a031, 2023, $81.0 million of commercial paper held as current financial assets, all unquoted equity securities
held as non-current financial assets, and current and non-current derivative financial instruments are measured at FVTPL. All
other financial assets are measured at amortized cost.
The Company does not hold any debt or equity investments at FVOCI as of December\u00a031, 2023.
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL
are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other
financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
At December\u00a031, 2023, current and non-current derivative financial instruments are measured at FVTPL, with additional
disclosures in Note 25 \"Fair Value Measurements.\" All other financial liabilities are measured at amortized cost.
See Note 26 for financial liabilities designated as hedging instruments.
3.14\u00a0 Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its balance sheet, but retains either all or
substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not
derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The
Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non\u2011cash assets transferred or liabilities assumed) is recognized in profit or loss.
3.15\u00a0 Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when,
the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realize the asset and settle the liability simultaneously.
3.16\u00a0 Derivative Financial Instruments and Hedge Accounting
The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a
financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value,
and changes therein are generally recognized in profit or loss.
At inception of designated hedging relationships, the Company documents the risk management objective and strategy for
undertaking the hedge. The Company also documents the economic relationship between the hedged item and the
hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected
to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the
derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value
of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative
is recognized immediately in profit or loss.
The Company designates only the change in fair value of the spot element of forward exchange contracts as the hedging
instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange
contracts (\u2018forward points\u2019) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve
within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the
amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the
non-financial item when it is recognized.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve
is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect
profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is
exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial item\u2019s cost on its initial
recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the
hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a
net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging
instrument or, for a non-derivative, foreign exchange gains and losses is recognized in OCI and presented in the
translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign
exchange gains and losses on the non-derivative is recognized immediately in profit or loss. The amount recognized in
OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-367": { "value": "
Financial assets
On initial recognition, a financial asset is classified as measured at: amortized costs; fair value through other
comprehensive income (FVOCI) - debt investment; FVOCI - equity investment; or fair value through profit or loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model
for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as an
FVTPL:
\u2022 it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
\u2022 it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
\u2022 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets (see Note 26). On initial recognition, the Company may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as measured at FVTPL
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise (IFRS 9, para 4.1.5). As
of December 31, 2022, we have not made this election.
Financial assets - Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio
level because this best reflects the way the business is managed and information is provided to management. The
information considered includes:
\u2022 the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management\u2019s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
\u2022 how the performance of the portfolio is evaluated and reported to the Company\u2019s management;
\u2022 the risks that affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;
\u2022 how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
\u2022 the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for
this purpose, consistent with the Company\u2019s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are
measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, \u2018principal\u2019 is defined as the fair value of the financial asset on initial recognition.
\u2018Interest\u2019 is defined as consideration for the time value of money and for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the
contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment,
the Company considers:
\u2022 contingent events that would change the amount or timing of cash flows;
\u2022 terms that may adjust the contractual coupon rate, including variable-rate features;
\u2022 prepayment and extension features; and
\u2022 terms that limit the Company\u2019s claim to cash flows from specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include
reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that
substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
Financial assets - Classification, subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognized in profit or loss. However, see Note 26 for derivatives designated as
hedging instruments.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The
amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in
profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective
interest method, foreign exchange gains and losses and impairment are recognized in profit or loss.
Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in
OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net
gains and losses are recognized in OCI and are never reclassified to profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-368": { "value": "
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL
are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other
financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
At December\u00a031, 2023, current and non-current derivative financial instruments are measured at FVTPL, with additional
disclosures in Note 25 \"Fair Value Measurements.\" All other financial liabilities are measured at amortized cost.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-369": { "value": "
3.14\u00a0 Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its balance sheet, but retains either all or
substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not
derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The
Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non\u2011cash assets transferred or liabilities assumed) is recognized in profit or loss.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-370": { "value": "
3.15\u00a0 Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when,
the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realize the asset and settle the liability simultaneously.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-371": { "value": "
3.16\u00a0 Derivative Financial Instruments and Hedge Accounting
The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a
financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value,
and changes therein are generally recognized in profit or loss.
At inception of designated hedging relationships, the Company documents the risk management objective and strategy for
undertaking the hedge. The Company also documents the economic relationship between the hedged item and the
hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected
to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the
derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value
of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative
is recognized immediately in profit or loss.
The Company designates only the change in fair value of the spot element of forward exchange contracts as the hedging
instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange
contracts (\u2018forward points\u2019) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve
within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the
amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the
non-financial item when it is recognized.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve
is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect
profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is
exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial item\u2019s cost on its initial
recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the
hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a
net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging
instrument or, for a non-derivative, foreign exchange gains and losses is recognized in OCI and presented in the
translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign
exchange gains and losses on the non-derivative is recognized immediately in profit or loss. The amount recognized in
OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-372": { "value": "
3.17\u00a0 Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments
that are short-term and highly liquid with an original maturity of less than three months at the date of purchase.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-373": { "value": "
Inventories are stated at the lower of cost and net realizable value. The moving average method of valuation is used. The
cost of work in process and finished goods includes raw materials, direct labor and production overhead expenditure
based upon normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of
business less the cost of completion and distribution expenses. At December\u00a031, 2023\u00a0 and 2022, no inventory was
recorded at net realizable value. Provisions are established for slow-moving and obsolete inventory.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-374": { "value": "
3.19\u00a0 Property, Plant and Equipment
Property, plant and equipment are stated at cost of acquisition or construction cost less accumulated depreciation and
accumulated impairment in value. Depreciation is computed using the straight-line and declining balance methods over the
following estimated useful lives of the assets:
Buildings and leasehold improvements
up to 60 years
Machinery and equipment
3-10 years
Furniture and office equipment
3-10 years
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate. Land is
not depreciated. Construction costs include borrowing costs and operating expenses that are directly attributable to items
of property, plant and equipment capitalized during construction. Subsequent expenditure on an item of property, plant
and equipment is capitalized at cost only when it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably. Repair and maintenance costs are expensed as
incurred. Gains and losses on disposal or retirement of items of property, plant and equipment are determined by
comparing the proceeds received with the carrying amounts and are included in the consolidated income statements. The
asset's residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at each
financial year end.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-375": { "value": "
3.20\u00a0 Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Company as a lessee
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the company. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on
a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
\u2022 fixed payments, including in-substance fixed payments, less any lease incentives received;
\u2022 variable lease payments that are based on an index or a rate;
\u2022 amounts expected to be payable to the lessee under residual value guarantees;
\u2022 the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
\u2022 payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee's incremental borrowing rate at the lease commencement date is used, which is based on an assessment of interest
rates the company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset
and location, collateral, market terms and conditions, as applicable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is
recognized in the income statement over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
Right-of-use assets are measured at cost comprising the following:
\u2022 the amount of the initial measurement of the lease liability;
\u2022 any lease payments made at or before the commencement date less any lease incentives received;
\u2022 any initial direct costs; and
\u2022 restoration costs.
The company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised. The company applies judgement in evaluating whether it is reasonably
certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to
exercise the renewal.
The company leases various items of real estate, vehicles and other equipment. Rental contracts are typically made for
fixed periods but may have extension or termination options.
Company as a lessor
When the company acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating
lease. Leases in which the company does not transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as operating leases. The company recognizes lease payments received under operating leases as
income on a straight-line basis over the lease terms in the Income Statement.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-376": { "value": "
3.21\u00a0 Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is its fair value as at the date of acquisition. Expenditure on acquired technology rights, patents,
trademarks and licenses are capitalized as intangible assets when it is probable that future economic benefits will flow to
the Company and the cost can be measured reliably. Following initial recognition, intangible assets are carried at cost less
any accumulated amortization and any accumulated impairment losses.
Through business combinations, the Company may acquire a variety of intangible assets which either will be or are
amortized based on the nature and use of the assets. Amortization expense related to developed technology and patent
and license rights acquired in a business combination is included in cost of sales. Amortization of trademarks and customer
base acquired in a business combination is recorded in sales and marketing expense. For intangible assets not acquired in
business combinations, amortization expense is recorded within cost of sales, research and development, or sales and
marketing line items based on the nature and use of the asset.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are
amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life
are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate,
and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in the income statement in the expense category consistent with the function of the intangible asset.
Developed technology, patents and license rights, computer software, development costs and other intellectual properties
are amortized on a straight-line basis over their estimated useful lives as follows:
Developed technology, patents and license rights
5-15 years
Computer software
3-20 years
Development costs
3-5 years
Other intellectual properties
5-15 years
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-377": { "value": "
3.22\u00a0 Impairment
Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) for trade receivables, contract assets, and debt
investments carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation
of the original effective interest rate.
ECLs are recognized in two stages. For credit risk exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
next 12 months (12-month ECLs). The company considers a financial asset to be in default when the counterparty is unlikely
to pay its credit obligations to the company in full or when the financial asset is past due. For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime ECLs). When
determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis, based on the company's historical experience and informed
credit assessment and including forward-looking information, such as forecast economic conditions.
The Company assesses the allowance for doubtful accounts by applying the IFRS 9 simplified approach to measuring
expected credit losses (ECLs), which uses the lifetime ECL allowance. To measure the ECLs on trade receivables, the
Company considers any credit-risk concentration, collective debt risk based on historical losses, specific circumstances
considering the market information on a country specific basis, and other forward looking information. Trade receivables
are written off when there is no reasonable expectation of recovery of the asset (for example, because of bankruptcy).
Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or the Company's assets. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.
Impairment losses are recognized in the income statement in those expense categories consistent with the function of the
impaired asset, except for property previously revalued where the revaluation was taken to other comprehensive income. In
this case, the impairment is also recognized in other comprehensive income up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the
Company estimates the asset's or cash-generating unit's recoverable amount. A previously recognized impairment loss is
reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the
asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
Goodwill
Goodwill is subject to impairment tests annually, as of October 1, or earlier if indicators of potential impairment exist. We
assess goodwill for impairment at least annually in the absence of an indicator of possible impairment and immediately
upon an indicator of possible impairment.
Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-
generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than their
carrying amount an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as of October 1 either individually or at the
cash-generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-378": { "value": "
3.23\u00a0 Provisions
Provisions are recognized by the Company when a present legal or constructive obligation exists as a result of past events,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount of the obligation can be made. Where the effect of the time value of money is material, the
amount of a provision is the present value of the expenditures expected to be required to settle the obligation. Where
discounting is used, the increase in the provision due to the passage of time is recognized as a financing cost.
The Company provides warranties on products against defects in materials and workmanship for a period of one year. A
provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product
warranty obligations are included in other current liabilities in the balance sheet. Additionally, we typically provide limited
warranties with respect to our services. Refer to Note 14 \"Provisions\" for changes in the carrying amount of the warranty
provision for 2023.
Acquisition related provisions are costs recognized separately from the purchase price of a business combination. These
costs primarily relate to personnel and consulting costs to effect the business combination and subsequent integration. Refer
to Note 14 \"Provisions\" for changes in the carrying amount of the acquisition related provision for 2023.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-379": { "value": "
3.24\u00a0 Reportable Segment
We determined that we operate as one reportable segment. Our chief operating decision maker (CODM)\u00a0makes decisions
based on the Company as a whole. In addition, we have a common basis of organization and types of products and
services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one cash-
generating unit.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-380": { "value": "
3.25\u00a0 Statement of Cash Flows
The statement of cash flows provides an explanation of the changes in cash and cash equivalents. It is prepared on the
basis of a comparison of the balance sheet as of January 1 and December 31 using the indirect method. Investing and
financing transactions that do not require the use of cash or cash equivalents have been excluded from the cash flow
statement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-381": { "value": "
Significant Accounting Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next year are described below.
Purchase Price Allocation
The purchase price allocation for acquisitions requires extensive use of accounting estimates and judgments to allocate the
purchase price to the identifiable tangible and intangible assets acquired, including in-process research and development,
and liabilities assumed based on their respective fair values. An acquisition may include contingent consideration as part
of the purchase price. Contingent consideration is accounted for at fair value at the acquisition date with subsequent
changes to the fair value being recognized in earnings. Additionally, we must determine whether an acquired entity is
considered to be a business or a set of net assets, because a portion of the purchase price can only be allocated to
goodwill in a business combination.
We have made several acquisitions in recent years. The purchase prices for the acquisitions were allocated to tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. We
engaged an independent third-party valuation firm to assist us in determining the estimated fair values of in-process
research and development and identifiable intangible assets. Such a valuation requires significant estimates and
assumptions, including but not limited to determining the timing and estimated costs to complete the in-process projects,
projecting regulatory approvals, estimating future cash flows, and developing appropriate discount rates. We believe the
estimated fair values of contingent consideration and assets acquired and liabilities assumed are based on reasonable
assumptions. However, the fair value estimates for the purchase price allocations may change during the allowable
allocation period, which is up to one year from the acquisition dates, if additional information becomes available.
Fair Value Measurements
We have categorized our assets and liabilities that are measured at fair value, based on the priority of the inputs to the
valuation techniques, in a three-level fair value hierarchy: Level\u00a01 - using quoted prices in active markets for identical assets
or liabilities; Level 2 - using observable inputs other than quoted prices; and Level 3 \u2013 using unobservable inputs.\u00a0We
primarily apply the market approach for recurring fair value measurements, maximize our use of observable inputs and
minimize our use of unobservable inputs.\u00a0We utilize the mid-point price between bid and ask prices for valuing the
majority of our assets and liabilities measured and reported at fair value.\u00a0In addition to using market data, we make
assumptions in valuing assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the
valuation technique.
Certain of our derivative instruments, which are classified in Level 2 of the fair value hierarchy, are valued using industry-
standard models that consider various inputs, including time value, volatility factors, and current market and contractual
prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are
observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are
supported by observable prices at which transactions are executed in the marketplace.
Certain of our acquisitions involve contingent consideration, the payment of which is contingent on the occurrence of future
events. Contingent consideration is classified in Level 3 of the fair value hierarchy and is initially recognized at fair value
as a cost of the acquisition. After the acquisition, the contingent consideration liability is remeasured each reporting period.
The fair value of contingent consideration is measured predominantly on unobservable inputs such as assumptions about
the likelihood of achieving specified milestone criteria, projections of future financial performance, assumed discount rates
and assumed weightings applied to potential scenarios in deriving a probability weighted fair value. Significant judgment
is used in developing these estimates and assumptions both at the acquisition date and in subsequent periods. If actual
events differ from management's estimates, or to the extent these estimates are adjusted in the future, our financial
condition or results of operations could be affected in the period of any change.
For other fair value measurements, we generally use an income approach to measure fair value when there is not a market
observable price for an identical or similar asset or liability.\u00a0This approach utilizes management\u2019s best assumptions
regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk-adjusted
discount rate.
Impairment of Goodwill and Intangible Assets
Assets are tested or reviewed for impairment in accordance with the accounting policy stated under Note 3.22
\"Impairment.\"
In the fourth quarter of 2023, we performed our annual impairment assessment of goodwill (using data as of October\u00a01,
2023). We performed our goodwill impairment testing on a single cash-generating unit basis which is consistent with our
reporting structure. In testing for potential impairment, we measured the estimated fair value of the cash-generating unit
based upon discounted future operating cash flows using a discount rate reflecting our estimated average cost of funds.
Differences in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal five-year projections. Our
projections were based on recent sales data for existing products, planned timing of new product launches, and customer
commitments related to new and existing products. We performed a series of sensitivity analyses on our calculation by
varying key inputs individually including a decrease in projected future cash flows and growth rates and an increase in the
weighted average cost of capital to a +/-10% threshold and found no material impact on the value of goodwill. We
concluded that no impairment existed at October 1, 2023 or through December\u00a031, 2023.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our
estimates.
Development Costs
Development costs are capitalized in accordance with the accounting policy stated under research and development in
Note 3.6 \"Operating Expenses\" above. Assessing whether the development costs qualify for capitalization requires
management to make assumptions regarding the expected future cash generation of the assets, discount rates to be
applied and the expected period of benefits. Periodically, and at least annually, management assesses whether there are
indications that projects may be impaired and if impairment indicators exist, management reviews the carrying amount of
the projects and performs a test for impairment.
Income Taxes
The Company is subject to income taxes in numerous jurisdictions that require estimates to be made based on
interpretations of laws or regulations. Various internal and external factors, such as changes in tax laws, regulations and
rates, changing interpretations of existing tax laws or regulations, future level of research and development spending and
changes in overall levels of pre-tax income may have favorable or unfavorable effects on the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred tax assets are recognized in accordance with the accounting policy stated in Note 3.11 \"Taxation.\" Deferred tax
assets are recognized for net operating loss carry-forwards to the extent that it is probable that taxable profit will be
available against which the losses can be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized based upon the likely timing and level of future taxable profits.
Share-Based Payments - Stock Options
The Company utilizes the Black-Scholes-Merton valuation model for estimating the fair value of its stock options as stated
under Note 22 \"Share-Based Payments.\" Option valuation models, including Black-Scholes-Merton, require the input of
highly subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an
award.
Share-Based Payments - Restricted Stock Units and Performance Stock Units
Restricted stock units and performance stock units represent rights to receive Common Shares at a future date. The fair
market value is determined based on the number of stock units granted and the fair market value of our shares on the grant
date. The fair market value at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense
over the vesting period. We grant performance-based stock units subject to performance periods of one-year up to three
years. Thus the estimates of performance achieved during the performance period may be subject to significant changes
from period to period as the performance is completed.", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-382": { "value": "Revenue
Nature of Goods and Services
Our revenues are reported net of sales and value-added taxes and accruals for estimated rebates and returns and are
derived primarily from the sale of consumable and instrumentation products, and to a much lesser extent, from the sale of
services, intellectual property and technology. Revenue is recognized upon transfer of control of promised products or
services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or
services. From time to time, we enter into contracts that can include various combinations of products and services, which
are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to
performance obligations based on their relative stand-alone selling prices.
We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything
beyond ensuring that the product is functioning as intended. Based on the guidance in IFRS 15, assurance-type warranties
do not represent separate performance obligations. The Company also sells separately-priced service contracts which
qualify as service-type warranties and represent separate performance obligations.
We sell our products and services both directly to customers and through distributors generally under agreements with
payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore contracts do not
contain a significant financing component.
Consumable and Related Revenue
Consumable Products: In the last three years, revenue from consumable product sales has accounted for between
78-81% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a
customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single
consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we
recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment
of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so
this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive
in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.
Related Revenue: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property
and patent sales, royalties and milestone payments and over the last three years has accounted for between 7-10% of our
net sales.
SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract
period without taking possession of the software, is recognized over the duration of the agreement unless the terms of
the agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.
Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are
sold as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software
is made available to the customer or the beginning of the license term. When a portion of the transaction price is
allocated to a performance obligation to provide support and/or updates, revenue is recognized as the updates/
support are provided, generally over the life of the license. Fees from research collaborations include payments for
technology transfer and access rights. Royalties from licensees of intellectual property are based on sales of licensed
products and revenues are recognized at the later of (i) when the related sales occur, or (ii) when the performance
obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).\u00a0
Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes
development milestone payments, which represent variable consideration, we evaluate whether the milestones are
probable of being reached and estimate the amount to be included in the transaction price using the most likely
amount method.\u00a0If it is probable that a significant revenue reversal would not occur, the associated milestone value is
included in the transaction price.\u00a0Milestone payments that are not within our control, such as milestones which are
achieved through regulatory approvals, are considered to be constrained and excluded from the transaction price until
the required approvals are received.\u00a0Revenue is recognized following the input method as this is considered to best
depict the timing of the transfer of control. This involves measuring actual hours incurred to date as a proportion of the
total budgeted hours of the project. At the end of each subsequent reporting period, the proportion of completion is
trued-up. We also re-evaluate the probability of achievement of development milestones and any related constraint on
a periodic basis and, if necessary, adjust our estimate of the overall transaction price.\u00a0Any such adjustments are
recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.
Instruments
Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation
services, such as extended warranty services or product maintenance contracts and, over the last three years, has
accounted for 12% of net sales. Revenue from instrumentation equipment is recognized when the customer obtains control
of the instrument which is predominantly at the time of delivery or upon customer acceptance, where applicable. Service
revenue is recognized over the term of the service period as the customers benefit from the service throughout the service
period. Revenue related to services performed on a time-and-materials basis is recognized when performed.
Contract Estimates
The majority of our revenue is derived from contracts (i) with an original expected length of one year or less and (ii)
contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We
have elected the practical expedient not to disclose the value of remaining performance obligations associated with these
types of contracts.
However, we have certain companion diagnostic co-development contracts to provide research and development activities
in which our performance obligations extend over multiple years. As of December\u00a031, 2023, remaining performance
obligations totaled $55.5 million for which the transaction price is not constrained related to these contracts which we
expect to recognize over the next 12 to 18 months.
Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue
pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized
as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled
receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.
Contract assets as of December\u00a031, 2023 and 2022 totaled $15.0 million and $9.8 million, respectively, and are
included in other current assets in the accompanying consolidated balance sheets and relate to the companion diagnostic
co-development contracts discussed above.
Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is
recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of
December\u00a031, 2023 and 2022, contract liabilities totaled $82.1 million and $84.2 million, respectively, of which $66.4
million and $69.0 million is included in other current liabilities, respectively, and $15.7 million and $15.2 million in
included in other non-current liabilities, respectively. During the years ended December\u00a031, 2023 and 2022, we satisfied
the associated performance obligations and recognized revenue of $66.8 million and $57.6 million, respectively, related
to advance customer payments previously received.
Disaggregation of Revenue
We disaggregate our revenue based on product type and customer class as shown below for the years ended
December\u00a031, 2023 and 2022:
(in thousands)
2023
2022
Consumables and related revenues
$951,366
$1,031,293
Instruments
84,111
96,436
Molecular Diagnostics
1,035,477
1,127,729
Consumables and related revenues
774,847
859,133
Instruments
154,987
156,158
Life Sciences
929,834
1,015,291
Total net sales
$1,965,311
$2,143,020
Additionally, we disaggregate our revenue based on product category as shown below for the years ended December\u00a031,
2023 and 2022:
(in thousands)
2023
2022
Sample technologies
$662,991
$798,434
Diagnostic solutions
697,630
660,879
PCR / Nucleic acid amplification
300,204
390,804
Genomics / NGS
238,910
224,797
Other
65,576
68,106
Total net sales
$1,965,311
$2,143,020
Refer to Note 21 \"Reportable Segment\" for disclosure of revenue by geographic region.", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-383": { "value": "
5. Acquisitions
We undertake acquisitions to complement our own internal product development activities. Our acquisitions have
historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations
of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as sales force,
business service centers, distribution channels and customer relations, to expand sales of an acquired business' products;
use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of
duplicative facilities, functions and staffing. For acquisitions which have been accounted for as business combinations, the
acquired companies\u2019 results have been included in the accompanying consolidated income statements from their respective
dates of acquisition.
2023 Business Combination
On January 3, 2023, we acquired 100% of the shares of Verogen, Inc., a leader in the use of next-generation sequencing
(NGS) technologies to drive the future of human identification (HID) and forensic investigation. Verogen, a privately held
company founded in 2017 and based in San Diego, California, supports the global human identification community with
NGS tools and professional services to help resolve criminal and missing-persons cases. The cash consideration, net of
cash acquired was $149.5 million. The acquisition is not significant to the overall consolidated financial statements and as
of September 30, 2023, the allocation of the purchase price was final. At the acquisition date, all the assets acquired and
liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the
operating results from the acquired company from the acquisition date. The acquisition did not have a material impact to
net sales, net income or earnings per common share and therefore no pro forma information has been provided herein.
2022 Business Combination
On May 11, 2022, we acquired 100% of BLIRT S.A., a supplier of standardized and customized solutions for proteins and
enzymes as well as molecular biology reagents located in Gda\u0144sk, Poland. Its offering includes proteins and enzymes that
are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was
$63.7 million. The acquisition was not significant to the overall consolidated financial statements. At the acquisition date,
all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of
operations include the operating results from the acquired company from the acquisition date. The acquisition did not have
a material impact to net sales, net income or earnings per common share and therefore no pro forma information has been
provided herein.", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-384": { "value": "
6. Restructuring
As part of our restructuring activities, we incur expenses that qualify as constructive obligations under IAS 37 arising from a
restructuring program including severance and employee costs, contract and other costs (primarily contract termination
costs), inventory write-offs and other implementation costs primarily related to consulting fees. Personnel costs (principally
termination benefits) primarily relate to cash severance and other termination benefits including accelerated share-based
compensation. We also incur expenses that are an integral component of, and are directly attributable to, our restructuring
activities which do not qualify as constructive obligations under IAS 37. These expenses consist of asset-related costs such
as intangible asset impairments and other asset related write-offs.
Termination benefits are recorded when it is probable that employees will be entitled to benefits and the amounts can be
reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the
similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits. Other
benefits which require future service and are associated to non-recurring benefits are recognized ratably over the future
service period. Other assets, including inventory, are impaired or written-off if the carrying value exceeds the fair value. All
other costs are recognized as incurred.
2022 Restructuring Plan
During the fourth quarter of 2022, we initiated a restructuring plan to discontinue our third-party instrument service business
and realign certain management positions and personnel in order to improve the overall management structure.
The table below shows the pre-tax restructuring charges recorded in 2023 and 2022 in the accompanying consolidated
income statements.
(in thousands)
2023
2022
Cost of sales
$\u2014
$391
Restructuring, acquisition, integration and other, net
6,095
4,612
Total restructuring charges
$6,095
$5,003
Cost of sales charges in 2022 were for inventory write-downs.
A summary of the restructuring liability, which is recorded in other current liabilities in the accompanying consolidated
balance sheets, as of December\u00a031, 2023 and 2022 is as follows:
(in thousands)
Personnel related
Contract and
other costs
Total
Liability at December 31, 2021
$\u2014
$\u2014
$\u2014
Cost incurred in 2022
4,121
491
4,612
Foreign currency translation adjustment
24
3
27
Liability at December 31, 2022
$4,145
$494
$4,639
Costs incurred in 2023
6,604
160
6,764
Release of accruals
(662)
(7)
(669)
Payments
(3,667)
(500)
(4,167)
Foreign currency translation adjustment
137
\u2014
137
Liability at December 31, 2023
$6,557
$147
$6,704
No further charges related to this program are expected to be incurred in 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-385": { "value": "
7. Financial Assets
(in thousands)
2023
2022
Current financial assets:
Unquoted debt securities
$389,698
$607,997
Quoted debt securities
\u2014
79,600
Total current financial assets
389,698
\u00a0
687,597
Non-current financial assets:
Unquoted equity securities
4,435
\u00a0
5,329
Total non-current financial assets
4,435
\u00a0
5,329
Total financial assets
$394,133
\u00a0
$692,926
At December\u00a031, 2023 , we held unquoted debt securities of $389.7 million. At December\u00a031, 2022 , we held unquoted
debt securities valued at $608.0 million and quoted debt securities of $79.6 million.
Unquoted Debt Securities
The unquoted debt securities are highly liquid deposits and fixed-income securities consisting of money market deposits and
commercial paper due from financial and nonfinancial institutions. These instruments are classified as current assets in the
accompanying balance sheet as they have an original maturity of less than one year.
Money market deposits are interest-bearing deposit accounts, valued at amortized cost with interest income accrued as
earned. Interest income is determined using the simple interest rate method.
Investments in commercial paper, a marketable debt security, are financial assets accounted for at amortized cost. Interest
income is calculated and accrued using the effective interest method.
(in thousands)
2023
2022
Balance at beginning of the year
$607,997
$184,785
Unquoted debt securities acquired
839,399
1,118,317
Unquoted debt securities redeemed
(1,054,946)
(694,026)
Loss on sales of unquoted debt securities
\u2014
(6,230)
Interest redeemed
(15,661)
\u2014
Additions from accrued interest
11,669
5,151
Foreign currency translation adjustment
1,240
\u2014
Balance at end of the year
$389,698
$607,997
Quoted Debt Securities
The quoted debt securities are fixed-income securities consisting of commercial paper due from financial and nonfinancial
institutions. Investments in commercial paper, a marketable debt security, are financial assets accounted for at amortized
cost. Interest income is calculated and accrued using the effective interest method.
(in thousands)
2023
2022
Balance at beginning of the year
$79,600
$\u2014
Quoted debt securities acquired
137,049
267,611
Quoted debt securities redeemed
(215,605)
(189,056)
Interest redeemed
(4,395)
\u2014
Additions from accrued interest
3,351
1,045
Balance at end of the year
$\u2014
$79,600
Unquoted Equity Securities
At December\u00a031, 2023 and 2022, we had investments in non-publicly traded companies that do not have readily
determinable fair values with carrying amounts that totaled $4.4 million and $5.3 million, respectively. These investments
are required to be accounted for at fair value through profit and loss unless the investment is not held for trading, and the
holder elects at initial recognition to account for it at fair value through other comprehensive income. As this election has
not been made, these investments are accounted for at fair value through profit and loss in other financial results.
There was no observable fair value change in these unquoted equity investments during 2023. All other changes in these
investments for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$5,329
$3,945
Impairments
(4,158)
\u2014
Cash investments in equity securities, net
491
52
Shares received in exchange for services performed
2,604
1,475
Foreign currency translation adjustments
169
(143)
Balance at end of year
$4,435
$5,329
During 2023, we fully impaired an investment following adverse changes in an investee's solvency that indicated that the
carrying value was no longer recoverable. The impairment of $4.2 million is recorded in other financial results in the
accompanying consolidated income statement.
We made additional investments of $0.5 million and $0.1 million in unquoted equity securities for the years ended
December\u00a031, 2023 and 2022, respectively. Additionally, during 2023 and 2022, we received shares amounting to
$2.6 million and $1.5 million, respectively, as payment for services performed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-386": { "value": "
Unquoted Equity Securities
At December\u00a031, 2023 and 2022, we had investments in non-publicly traded companies that do not have readily
determinable fair values with carrying amounts that totaled $4.4 million and $5.3 million, respectively. These investments
are required to be accounted for at fair value through profit and loss unless the investment is not held for trading, and the
holder elects at initial recognition to account for it at fair value through other comprehensive income. As this election has
not been made, these investments are accounted for at fair value through profit and loss in other financial results.
There was no observable fair value change in these unquoted equity investments during 2023. All other changes in these
investments for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$5,329
$3,945
Impairments
(4,158)
\u2014
Cash investments in equity securities, net
491
52
Shares received in exchange for services performed
2,604
1,475
Foreign currency translation adjustments
169
(143)
Balance at end of year
$4,435
$5,329
During 2023, we fully impaired an investment following adverse changes in an investee's solvency that indicated that the
carrying value was no longer recoverable. The impairment of $4.2 million is recorded in other financial results in the
accompanying consolidated income statement.
We made additional investments of $0.5 million and $0.1 million in unquoted equity securities for the years ended
December\u00a031, 2023 and 2022, respectively. Additionally, during 2023 and 2022, we received shares amounting to
$2.6 million and $1.5 million, respectively, as payment for services performed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsDesignatedAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-387": { "value": "
Unquoted Equity Securities
At December\u00a031, 2023 and 2022, we had investments in non-publicly traded companies that do not have readily
determinable fair values with carrying amounts that totaled $4.4 million and $5.3 million, respectively. These investments
are required to be accounted for at fair value through profit and loss unless the investment is not held for trading, and the
holder elects at initial recognition to account for it at fair value through other comprehensive income. As this election has
not been made, these investments are accounted for at fair value through profit and loss in other financial results", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-388": { "value": "
8. Trade Accounts Receivable
We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with
respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts
receivable are non-interest bearing and mostly have payment terms of 30 to 90 days. Notes receivable are non-interest
bearing and mostly have payment terms of up to one year.
(in thousands)
2023
2022
Trade accounts receivable
$395,568
$340,194
Notes receivable
3,605
6,436
Allowance for doubtful accounts
(17,296)
(22,880)
Total trade accounts receivable, net
$381,877
$323,750
The changes in the allowance for doubtful accounts are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$22,880
$23,124
Additions charged to expense
(2,873)
4,483
Deductions from allowance(1)
(2,378)
(2,685)
Currency translation adjustments and other
(333)
(2,042)
Balance at end of year
$17,296
$22,880
(1) Write-offs for which an allowance was previously provided.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-389": { "value": "
9. Other Current and Non-current Assets
Other current assets at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
Notes
2023
2022
Cash collateral
(26)
$87,666
$21,083
Income taxes receivable
(17)
60,639
53,394
Other receivables
38,166
19,016
Value-added tax
19,911
28,130
Prepaid expenses
18,832
20,994
Contract assets
(4)
15,039
9,768
Total other current assets
$240,253
\u00a0
$152,385
Other non-current assets at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
2023
2022
Other non-current assets
$21,539
$15,095
Prepaid licenses and royalties
7,797
8,585
Non-current deposits and escrow payments
3,852
3,396
Prepayment of intangibles
121
851
Total other non-current assets
$33,309
$27,927
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherAssetsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-390": { "value": "
Other current assets at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
Notes
2023
2022
Cash collateral
(26)
$87,666
$21,083
Income taxes receivable
(17)
60,639
53,394
Other receivables
38,166
19,016
Value-added tax
19,911
28,130
Prepaid expenses
18,832
20,994
Contract assets
(4)
15,039
9,768
Total other current assets
$240,253
\u00a0
$152,385
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentAssetsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-391": { "value": "
Other non-current assets at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
2023
2022
Other non-current assets
$21,539
$15,095
Prepaid licenses and royalties
7,797
8,585
Non-current deposits and escrow payments
3,852
3,396
Prepayment of intangibles
121
851
Total other non-current assets
$33,309
$27,927
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentAssetsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-392": { "value": "
10. Property, Plant and Equipment
Cost (in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office
equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2022
$343,615
$343,969
$106,016
$54,950
$92,064
$940,614
IAS 29 Hyperinflationary accounting
\u2014
6,607
863
251
\u2014
7,721
Currency adjustments
(12,059)
(20,480)
(5,041)
(4,176)
(4,415)
(46,171)
Additions
344
28,827
7,168
439
48,186
84,964
Business combinations
976
1,545
23
\u2014
76
2,620
Disposals
(16,120)
(86,216)
(27,457)
(6,510)
(1,684)
(137,987)
Transfers
25,738
26,541
9,594
1,078
(62,951)
\u2014
December 31, 2022
342,494
300,793
91,166
46,032
71,276
851,761
Currency adjustments
7,370
4,486
2,072
981
1,726
16,635
Additions
52
24,710
5,871
2,745
37,757
71,135
Business combinations
\u2014
547
\u2014
\u2014
\u2014
547
Disposals
(256)
(39,047)
(10,603)
(926)
(1,891)
(52,723)
Transfers
8,415
24,760
3,552
2,395
(39,122)
\u2014
December 31, 2023
$358,075
$316,249
$92,058
$51,227
$69,746
$887,355
Accumulated depreciation (in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office
equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2022
($117,292)
($238,425)
($75,549)
($17,975)
($16)
($449,257)
IAS 29 Hyperinflationary accounting
\u2014
(3,920)
(555)
(100)
\u2014
(4,575)
Currency adjustments
4,269
14,144
3,160
1,075
1
22,649
Depreciation
(8,619)
(33,535)
(10,672)
(4,661)
\u2014
(57,487)
Impairment losses
\u2014
(141)
\u2014
\u2014
\u2014
(141)
Disposals
15,912
79,946
27,249
6,510
15
129,632
December 31, 2022
(105,730)
(181,931)
(56,367)
(15,151)
\u2014
(359,179)
Currency adjustments
(2,138)
(1,942)
(1,399)
(99)
\u2014
(5,578)
Depreciation
(6,562)
(26,700)
(11,913)
(5,088)
\u2014
(50,263)
Disposals
256
36,712
10,457
924
\u2014
48,349
December 31, 2023
(114,174)
(173,861)
(59,222)
(19,414)
\u2014
(366,671)
Net book value (in thousands)
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
\u00a0
December 31, 2022
$236,764
$118,862
$34,799
$30,881
$71,276
$492,582
December 31, 2023
$243,901
$142,388
$32,836
$31,813
$69,746
$520,684
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate.
Impairment of $0.1 million during 2022 was related to our business in Russia. No property, plant and equipment was
pledged as security against non-current financial debts at December\u00a031, 2023 and 2022.
Construction in progress primarily includes amounts related to projects to expand production lines and increase the
capacity of manufacturing as well as ongoing software development projects. For the year ended December\u00a031, 2023,
interest capitalized in connection with these projects totaled $1.2 million. No significant interest was capitalized for the
year ended December\u00a031, 2022.
Additions to purchases property, plant and equipment of $71.1 million include $37.8 million of additions that were
accrued as of December\u00a031, 2023 together with $33.3 million of cash paid for additions during the year ended
December\u00a031, 2023. Net cash paid for property, plant and equipment totaled $41.4 million, of which $11.7 million is
related to current year payments for assets that were accrued as of December\u00a031, 2022 partially offset by $2.7 million on
foreign currency translation adjustments and $0.9 million from grant proceeds, net of purchases of related assets", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-393": { "value": "
11. Equity Accounted Investments
We have made strategic investments in certain companies that are accounted for using the equity method of accounting.
The method of accounting for an investment depends on the level of influence. We hold investments in entities where,
though we lack a controlling financial interest, we do have rights to direct the relevant activities including the power to
appoint key management personnel, and therefore have concluded that we have significant influence over these
investments. We monitor changes in circumstances that may require a reassessment of the level of influence. We
periodically review the carrying value of these investments for impairment, considering factors such as the most recent stock
transactions and book values from the recent financial statements. Amounts from equity method investments considered in
the financial statements are as follows:
(in thousands)
\u00a0
Equity\u00a0investments
as\u00a0of\u00a0December\u00a031,
Share of income (loss)
for\u00a0the\u00a0years\u00a0ended\u00a0December\u00a031,
Ownership
percentage
2023
2022
2023
2022
PreAnalytiX GmbH
50.00%
$3,422
$6,856
$4,977
$4,377
Apis Assay Technologies Ltd
19.90%
2,408
4,102
(1,694)
389
TVM Life Sciences Ventures III
3.10%
7,198
3,872
947
(901)
Suzhou Fuda Business Management and Consulting Partnership
33.67%
2,581
2,608
49
\u2014
Actome GmbH
12.50%
586
779
(216)
(201)
Hombrechtikon Systems Engineering AG
19.00%
(275)
(311)
100
94
$15,920
$17,906
$4,163
$3,758
Of the net $15.9 million of amounts from equity method investments, the investment assets of $16.2 million are included in
equity accounted investments and the amount of $0.3 million, for the investment where we are committed to fund losses, is
included in other non-current liabilities in the accompanying consolidated balance sheet as of December\u00a031, 2023.
Our share of income of $4.2 million in 2023 and $3.8 million in 2022 is included in gain from equity accounted
investments in the accompanying consolidated income statements.
TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity
method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net
asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December\u00a031, 2023 and
2022, we made $2.4 million and $1.1 million, respectively, in additional cash payments to TVM, and, as of
December\u00a031, 2023, have $6.8 million of unfunded commitments through 2029 related to this investment. We do not
have the right to redeem these funds under the normal course of operations of this partnership.
During the years ended December\u00a031, 2023 and 2022, we received dividends of $9.1 million and $7.5 million,
respectively, from PreAnalytix GmbH. These dividends are included in other items, net including fair value changes in
derivatives in the accompanying consolidated statements of cash flows as they are a return on investment and therefore
classified as cash flows from operating activities.
The below tables shows the changes in our equity method investments for the years ended December\u00a031, 2023 and 2022:
(in thousands)
2023
2022
Balance at beginning of year
$17,906
$21,137
Purchases of investments
2,379
1,104
Dividend distribution received
(9,097)
(7,492)
Share of profit
4,163
3,758
Exchange rate differences / other
569
(601)
Balance at end of year
$15,920
$17,906
The table below reflects the financial information (at 100%) of all individually immaterial equity method investments in the
aggregate: None of the equity method investments are considered to be individually material to our financial statements.
(in millions)
Joint Venture
Associates
2023
\u00a0
2022
2023
2022
Total assets
$33.8
\u00a0
$38.5
$263.4
$193.9
Shareholders' equity
$24.9
\u00a0
$27.6
$251.1
$185.8
Net sales
$30.0
\u00a0
$32.6
$21.9
$22.4
Net result
$18.8
\u00a0
$17.7
($8.6)
($0.5)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-394": { "value": "
12. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$2,380,162
$2,376,440
IAS 29 Hyperinflationary accounting
\u2014
1,484
Goodwill acquired during the year
95,136
42,201
Purchase adjustments
(4,350)
(303)
Currency adjustments
32,090
(39,660)
Balance at end of year
$2,503,038
$2,380,162
The changes in the carrying amount of goodwill during the year ended December\u00a031, 2023 resulted primarily from the
acquisition of Verogen, Inc. in January 2023 and foreign currency translation adjustments driven by changes in the euro,
Swiss franc and British pound. The changes in goodwill during the year ended December\u00a031, 2022 resulted primarily from
the acquisition of BLIRT S.A. in May 2022 and foreign currency translation adjustments.
In the fourth quarter of 2023, we performed our annual impairment assessment of goodwill (using data as of October 1,
2023) in accordance with the provisions of IAS 36. No events or changes in circumstances indicated that the acquired
goodwill might be impaired.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit. In testing for potential impairment, we measured the estimated
fair value of the cash-generating unit based upon discounted future operating cash flows using a discount rate reflecting
our estimated average cost of funds.
For impairment testing, the recoverable amount of goodwill allocated to the cash-generating unit (higher of the cash-
generating unit's fair value less selling costs and its value in use) is compared to the carrying amount of the net assets
employed (including goodwill) of the cash-generating unit. Value in use is normally assumed to be higher than the fair
value less selling costs; therefore, fair value less selling costs is only investigated when value in use is lower than the
carrying amount of the cash-generating unit.
Key assumptions used in the value in use calculations
The value in use is calculated based on estimated future cash flow projections expected to result from the use of the cash-
generating unit, discounted using an appropriate long-term pre-tax discount rate. The value in use calculations use cash
flow projections based on financial budgets and models over the projection period (five years) as available for internal
reporting purposes and in accordance with standard valuation practices. The growth rates used are based on industry
growth forecasts for the projected period as well as for the subsequent period (long-term growth rate of 3% in 2023 and
2022). The discount rates used are based on the pre-tax weighted average cost of capital (8.2% in 2023 and 7.5% in
2022) and are verified against external analyst reports.
Sensitivity to changes in assumptions
Changes in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal budgets. Our budgets
were based on recent sales data for existing products, planned timing of new product launches and customer commitments
related to new and existing products. The calculation of value in use is most sensitive to the discount rates and growth rates
used.
Discount rates reflect management's estimate of the risks profile for the respective valuation object. The growth rates used
are based on industry growth forecasts for the projected period as well as for the subsequent period.
We concluded that no impairment existed. We believe that any reasonably possible change in the key assumptions would
not have an impact on reported goodwill. Even if our estimates of projected future cash flows in respect of discount and
growth rates were too high by 10%, there would be no impact on the reported value of goodwill at December\u00a031, 2023.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty and, as additional information becomes known, we may change our
estimates.
Other Intangible Assets
Cost (in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2022
$1,108,406
$329,985
$42,909
$325,817
$1,807,117
IAS 29 Hyperinflationary accounting
\u2014
57
\u2014
\u2014
57
Currency adjustments
(34,776)
(15,818)
(2,107)
(13,920)
(66,621)
Additions
19,585
72,887
8,821
47
101,340
Business combinations
12,186
21
\u2014
5,061
17,268
Disposals
(121,619)
(65,936)
\u2014
(28,300)
(215,855)
December 31, 2022
983,782
321,196
49,623
288,705
1,643,306
Currency adjustments
15,283
9,072
1,667
5,862
31,884
Additions
11,034
108,312
6,605
43
125,994
Business combinations
57,200
\u2014
\u2014
800
58,000
Disposals
(65,943)
(36,722)
(255)
(21,355)
(124,275)
December 31, 2023
$1,001,356
$401,858
$57,640
$274,055
$1,734,909
Accumulated amortization (in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2022
($602,590)
($183,159)
($13,979)
($204,197)
($1,003,925)
IAS 29 Hyperinflationary accounting
\u2014
(35)
\u2014
\u2014
(35)
Currency adjustments
24,374
7,968
837
11,381
44,560
Amortization
(78,584)
(34,099)
(3,358)
(15,130)
(131,171)
Impairment losses
(12,817)
\u2014
\u2014
(12)
(12,829)
Disposals
121,584
58,858
\u2014
28,300
208,742
December 31, 2022
(548,033)
(150,467)
(16,500)
(179,658)
(894,658)
Currency adjustments
(10,223)
(4,393)
(674)
(4,218)
(19,508)
Amortization
(82,839)
(35,351)
(5,383)
(10,916)
(134,489)
Disposals
65,943
33,074
\u2014
21,355
120,372
December 31, 2023
($575,152)
($157,137)
($22,557)
($173,437)
($928,283)
Net book value (in thousands)
December 31, 2022
$435,749
$170,729
$33,123
$109,047
$748,648
December 31, 2023
$426,204
$244,721
$35,083
$100,618
$806,626
During 2022, we recorded a charge to restructuring, acquisition, integration and other, net in the accompanying
consolidated income statements, to fully impair a license with a carrying value of $12.8 million. This license was to use
technology of Ellume Limited, Australia. In connection with Ellume starting insolvency proceedings in September 2022, we
decided to cease all product development and manufacturing activities associated with this license and determined that
there was no alternative use nor recoverable value. Accordingly, the license was fully impaired.
Amortization expense on intangible assets is included in the line items cost of sales, research and development expense,
sales and marketing expense or general and administrative expense in the accompanying consolidated income statements
depending on the nature and use of the asset. In 2023, purchased intangibles amortization related to developed
technology and patent and license rights acquired in a business combination is included in cost of sales in the amount of
$64.2 million (2022: $60.5 million) and purchased intangibles amortization of trademarks and customer base acquired in
a business combination is recorded in sales and marketing expense in the amount of $10.8 million (2022: $14.5 million).
Amortization of capitalized development costs have been recorded to cost of sales in the amount of $5.4 million in 2023
(2022: $3.4 million).
Cash paid for intangible assets excluding development costs during the year ended December\u00a031, 2023 totaled $121.4
million which includes $119.1 million of cash paid for additions during the year ended December\u00a031, 2023 and $2.3
million of current year payments for assets that were accrued as of December\u00a031, 2022.
Intangible additions excluding development costs of $92.5 million includes $83.8 million of cash paid for additions during
the year ended December\u00a031, 2022 together with $7.0 million of additions which were previously recorded as
prepayments and $1.7 million of additions that were accrued as of December\u00a031, 2022. Cash paid for intangible assets
excluding development costs during the year ended December\u00a031, 2022 totaled $93.0 million, of which $4.8 million is
related to current year payments for assets that were accrued as of December\u00a031, 2021 and $4.4 million is related to
prepayments recorded in other non-current assets in accompanying consolidated balance sheet.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-395": { "value": "
The changes in the carrying amount of goodwill for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$2,380,162
$2,376,440
IAS 29 Hyperinflationary accounting
\u2014
1,484
Goodwill acquired during the year
95,136
42,201
Purchase adjustments
(4,350)
(303)
Currency adjustments
32,090
(39,660)
Balance at end of year
$2,503,038
$2,380,162
The changes in the carrying amount of goodwill during the year ended December\u00a031, 2023 resulted primarily from the
acquisition of Verogen, Inc. in January 2023 and foreign currency translation adjustments driven by changes in the euro,
Swiss franc and British pound. The changes in goodwill during the year ended December\u00a031, 2022 resulted primarily from
the acquisition of BLIRT S.A. in May 2022 and foreign currency translation adjustments.
In the fourth quarter of 2023, we performed our annual impairment assessment of goodwill (using data as of October 1,
2023) in accordance with the provisions of IAS 36. No events or changes in circumstances indicated that the acquired
goodwill might be impaired.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit. In testing for potential impairment, we measured the estimated
fair value of the cash-generating unit based upon discounted future operating cash flows using a discount rate reflecting
our estimated average cost of funds.
For impairment testing, the recoverable amount of goodwill allocated to the cash-generating unit (higher of the cash-
generating unit's fair value less selling costs and its value in use) is compared to the carrying amount of the net assets
employed (including goodwill) of the cash-generating unit. Value in use is normally assumed to be higher than the fair
value less selling costs; therefore, fair value less selling costs is only investigated when value in use is lower than the
carrying amount of the cash-generating unit.
Key assumptions used in the value in use calculations
The value in use is calculated based on estimated future cash flow projections expected to result from the use of the cash-
generating unit, discounted using an appropriate long-term pre-tax discount rate. The value in use calculations use cash
flow projections based on financial budgets and models over the projection period (five years) as available for internal
reporting purposes and in accordance with standard valuation practices. The growth rates used are based on industry
growth forecasts for the projected period as well as for the subsequent period (long-term growth rate of 3% in 2023 and
2022). The discount rates used are based on the pre-tax weighted average cost of capital (8.2% in 2023 and 7.5% in
2022) and are verified against external analyst reports.
Sensitivity to changes in assumptions
Changes in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal budgets. Our budgets
were based on recent sales data for existing products, planned timing of new product launches and customer commitments
related to new and existing products. The calculation of value in use is most sensitive to the discount rates and growth rates
used.
Discount rates reflect management's estimate of the risks profile for the respective valuation object. The growth rates used
are based on industry growth forecasts for the projected period as well as for the subsequent period.
We concluded that no impairment existed. We believe that any reasonably possible change in the key assumptions would
not have an impact on reported goodwill. Even if our estimates of projected future cash flows in respect of discount and
growth rates were too high by 10%, there would be no impact on the reported value of goodwill at December\u00a031, 2023.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty and, as additional information becomes known, we may change our
estimates.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-396": { "value": "
Other Intangible Assets
Cost (in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2022
$1,108,406
$329,985
$42,909
$325,817
$1,807,117
IAS 29 Hyperinflationary accounting
\u2014
57
\u2014
\u2014
57
Currency adjustments
(34,776)
(15,818)
(2,107)
(13,920)
(66,621)
Additions
19,585
72,887
8,821
47
101,340
Business combinations
12,186
21
\u2014
5,061
17,268
Disposals
(121,619)
(65,936)
\u2014
(28,300)
(215,855)
December 31, 2022
983,782
321,196
49,623
288,705
1,643,306
Currency adjustments
15,283
9,072
1,667
5,862
31,884
Additions
11,034
108,312
6,605
43
125,994
Business combinations
57,200
\u2014
\u2014
800
58,000
Disposals
(65,943)
(36,722)
(255)
(21,355)
(124,275)
December 31, 2023
$1,001,356
$401,858
$57,640
$274,055
$1,734,909
Accumulated amortization (in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2022
($602,590)
($183,159)
($13,979)
($204,197)
($1,003,925)
IAS 29 Hyperinflationary accounting
\u2014
(35)
\u2014
\u2014
(35)
Currency adjustments
24,374
7,968
837
11,381
44,560
Amortization
(78,584)
(34,099)
(3,358)
(15,130)
(131,171)
Impairment losses
(12,817)
\u2014
\u2014
(12)
(12,829)
Disposals
121,584
58,858
\u2014
28,300
208,742
December 31, 2022
(548,033)
(150,467)
(16,500)
(179,658)
(894,658)
Currency adjustments
(10,223)
(4,393)
(674)
(4,218)
(19,508)
Amortization
(82,839)
(35,351)
(5,383)
(10,916)
(134,489)
Disposals
65,943
33,074
\u2014
21,355
120,372
December 31, 2023
($575,152)
($157,137)
($22,557)
($173,437)
($928,283)
Net book value (in thousands)
December 31, 2022
$435,749
$170,729
$33,123
$109,047
$748,648
December 31, 2023
$426,204
$244,721
$35,083
$100,618
$806,626
During 2022, we recorded a charge to restructuring, acquisition, integration and other, net in the accompanying
consolidated income statements, to fully impair a license with a carrying value of $12.8 million. This license was to use
technology of Ellume Limited, Australia. In connection with Ellume starting insolvency proceedings in September 2022, we
decided to cease all product development and manufacturing activities associated with this license and determined that
there was no alternative use nor recoverable value. Accordingly, the license was fully impaired.
Amortization expense on intangible assets is included in the line items cost of sales, research and development expense,
sales and marketing expense or general and administrative expense in the accompanying consolidated income statements
depending on the nature and use of the asset. In 2023, purchased intangibles amortization related to developed
technology and patent and license rights acquired in a business combination is included in cost of sales in the amount of
$64.2 million (2022: $60.5 million) and purchased intangibles amortization of trademarks and customer base acquired in
a business combination is recorded in sales and marketing expense in the amount of $10.8 million (2022: $14.5 million).
Amortization of capitalized development costs have been recorded to cost of sales in the amount of $5.4 million in 2023
(2022: $3.4 million).
Cash paid for intangible assets excluding development costs during the year ended December\u00a031, 2023 totaled $121.4
million which includes $119.1 million of cash paid for additions during the year ended December\u00a031, 2023 and $2.3
million of current year payments for assets that were accrued as of December\u00a031, 2022.
Intangible additions excluding development costs of $92.5 million includes $83.8 million of cash paid for additions during
the year ended December\u00a031, 2022 together with $7.0 million of additions which were previously recorded as
prepayments and $1.7 million of additions that were accrued as of December\u00a031, 2022. Cash paid for intangible assets
excluding development costs during the year ended December\u00a031, 2022 totaled $93.0 million, of which $4.8 million is
related to current year payments for assets that were accrued as of December\u00a031, 2021 and $4.4 million is related to
prepayments recorded in other non-current assets in accompanying consolidated balance sheet.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDetailedInformationAboutIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-397": { "value": "
13. Leases
Nature of Existing Leases
We have leases primarily for real estate. The leases generally have terms which range from one year to 15 years with
some including options to extend or renew and some including options to early terminate the leases. As of December\u00a031,
2023 and 2022, no such options have been recognized as part of the right-of-use assets and lease liabilities.
Leases can contain variable lease charges based on index like consumer prices or rates. During the years ended
December\u00a031, 2023 and 2022, amounts recorded as variable lease payments not included in the lease liabilities were not
material.
When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in
determining the present value of lease payments.
Supplemental balance sheet and other information related to leases as of December 31 are as follows:
(in thousands,
except lease term and discount rate)
Location in balance sheet
2023
2022
Right-of-use assets
Right-of-use assets
$102,919
$93,982
Office and buildings
$89,122
$83,318
Cars and all other assets
$13,797
$10,664
Current lease liabilities
Other current liabilities
$22,268
$22,220
Non-current lease liabilities
Other non-current liabilities
$79,063
$71,406
Weighted average remaining lease term
6.80 years
6.92 years
Weighted average discount rate
2.85%
2.08%
The components of lease expense for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Amortization of right-of-use assets
$26,592
$25,375
Office and buildings
20,231
19,472
Cars and all other assets
6,361
5,903
Interest on lease liabilities
($2,521)
($1,753)
Supplemental cash flow information related to leases for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from principal portion of lease payments
$26,779
$26,842
Operating cash flows from interest portion of lease payments
2,521
1,753
Total cash outflow for leases
$29,300
$28,595
Maturities of lease liabilities as of December 31 were as follows:
Year ending December 31,
(in thousands)
Lease Liabilities
2024
$25,123
2025
20,876
2026
15,049
2027
11,531
2028
8,162
Thereafter
29,159
Total lease payments
109,900
Less: Imputed interest
(8,569)
Total
$101,331
As of December\u00a031, 2023, we do not have any material leases that have not yet commenced.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-398": { "value": "
14. Provisions
As of December\u00a031, 2023 and 2022, provisions per the accompanying consolidated balance sheets totaled $5.2 million
and $6.0 million, respectively, and included amounts related to our warranty and acquisition related provisions. For all
provisions, it is expected that the respective amounts will be utilized in the next year.
Warranty Provision
In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will
conform to published specifications. Generally, the applicable product warranty period is one year from the date of
delivery of the product to the customer or the date of site acceptance, if required. Additionally, we typically provide limited
warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. At the time
product revenue is recognized, a provision for estimated future warranty costs is recorded in cost of sales based on
historical experience. We periodically review the provision and adjust, if necessary, based on actual experience and
estimated costs to be incurred. We believe our warranty reserves as of December\u00a031, 2023 and 2022 appropriately
reflect the estimated cost of such warranty obligations. The changes in the carrying amount of warranty obligations for the
years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$4,899
$6,324
Provision charged to cost of sales
3,947
4,606
Usage
(3,451)
(4,517)
Adjustments to previously provided warranties, net
(1,501)
(1,277)
Currency translation adjustment
50
(237)
Balance at end of year
$3,944
$4,899
Acquisition Related Provisions
The provision for acquisition relates to restructuring programs and similar arrangements for personnel and related expected
costs. These provisions generally have a term of one to two years.
(in thousands)
2023
2022
Balance at beginning of year
$1,068
$391
Provision charged to expenses
3,689
3,736
Usage
(3,455)
(3,061)
Currency translation adjustment and other
\u2014
2
Balance at end of year
$1,302
$1,068
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-399": { "value": "
15. Other Current and Non-current Liabilities
Other current liabilities at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
Notes
2023
2022
Payroll and related accrued liabilities
$81,377
$99,885
Accrued expenses
70,007
62,469
Deferred revenue
(4)
66,432
69,000
Other liabilities
56,657
51,315
Current lease liabilities
(13)
22,268
22,220
Accrued contingent consideration and milestone payments
(25)
18,359
8,181
Income tax payable
(17)
12,475
13,980
Accrued royalties
(20)
9,699
12,877
Accrued interest on non-current financial debt
(16)
8,518
5,431
Cash collateral liability
(26)
5,440
21,755
Advanced license payments
63
1,905
Total other current liabilities
$351,295
$369,018
Other non-current liabilities at December\u00a031, 2023 and 2022 consist of the following:
(in thousands)
Notes
2023
2022
Accrued expenses
$85,830
$91,175
Non-current lease liabilities
(13)
79,063
71,406
Deferred revenue
(4)
15,676
15,244
Non-current employee benefit obligations
14,029
12,355
Accrued contingent consideration
\u2014
9,907
Advanced license payments
\u2014
388
Other non-current liabilities
$194,598
$200,475
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-400": { "value": "
16. Financial Debts
At December\u00a031, 2023 and 2022, total non-current financial debts, net of debt issuance costs of $4.0 million and $6.6
million, respectively, consist of the following:
(in thousands)
2023
2022
0.500% Senior Unsecured Cash Convertible Notes due 2023
$\u2014
$389,552
1.000% Senior Unsecured Cash Convertible Notes due 2024
483,019
464,331
0.000% Senior Unsecured Convertible Notes due 2027
443,818
443,285
German Private Placement (2017 Schuldschein)
120,956
116,699
German Private Placement (2022 Schuldschein)
407,950
393,532
Total financial debts
1,455,743
1,807,399
Less: Current portion of financial debts
587,970
389,552
Total non-current financial debts
$867,773
$1,417,847
Total amount secured
$\u2014
$\u2014
Unused lines of credit for short-term financing
$456,365
$455,438
The notes are all unsecured obligations that rank pari passu. Interest expense on non-current debt was $52.4 million and
$55.1 million for the years ended December\u00a031, 2023 and 2022, respectively. Refer to Note 27 \"Capital Management\"
for a schedule of the changes in total current and non-current financial debts during 2023.
Repayments of non-current debts for the years ended December\u00a031, 2023 and 2022 consisted of:
(in thousands)
2023
2022
German Private Placement (2017 Schuldschein)
$\u2014
$153,003
0.500% Senior Unsecured Cash Convertible Notes due 2023
400,000
\u2014
3.75% Series B Senior Notes due October 16, 2022
\u2014
300,000
3.90% Series C Senior Notes due October 16, 2024
\u2014
27,000
Total repayment of non-current debt
$400,000
$480,003
The principal amount, carrying amount and fair values of non-current debt instruments as of December\u00a031, 2023 and
2022 are summarized below.
2023
(in thousands)
Fair value
Principal
amount
Unamortized debt
discount and
issuance costs
Carrying
amount
Amount
Leveling
Cash Convertible Notes due 2024
$500,000
($16,981)
$483,019
$513,500
Level 1
Convertible Notes due 2027(1)
445,949
(2,131)
443,818
453,185
Level 1
German Private Placement (2017 Schuldschein)
121,009
(53)
120,956
118,978
Level 2
German Private Placement (2022 Schuldschein)
408,846
(896)
407,950
401,684
Level 2
$1,475,804
($20,061)
$1,455,743
$1,487,347
2022
(in thousands)
Fair Value
Principal
amount
Unamortized debt
discount and
issuance costs
Carrying
amount
Amount
Leveling
Cash Convertible Notes due 2023
$400,000
($10,448)
$389,552
$493,436
Level 1
Cash Convertible Notes due 2024
500,000
(35,669)
464,331
596,485
Level 1
Convertible Notes due 2027(1)
445,949
(2,664)
443,285
471,545
Level 1
German Private Placement (2017 Schuldschein)
116,821
(122)
116,699
112,401
Level 2
German Private Placement (2022 Schuldschein)
394,638
(1,106)
393,532
378,302
Level 2
$1,857,408
($50,009)
$1,807,399
$2,052,169
(1) The initial fair value liability of the embedded conversion options for the 2027 Notes was $54.1\u00a0million which simultaneously reduced the carrying
value of the Convertible Notes as discussed further below.
Future maturities of non-current debt stated at the carrying values as of December\u00a031, 2023 and future interest as of
December\u00a031, 2023 are as follows:
Future contractual cash obligations
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2024
$587,970
$121,912
$487,352
$609,264
2025
56,836
71,511
\u2014
71,511
2026
\u2014
13,336
\u2014
13,336
2027
560,749
128,564
443,818
572,382
2028
\u2014
9,714
\u2014
9,714
Thereafter
250,188
272,454
\u2014
272,454
$1,455,743
$617,491
$931,170
$1,548,661
Future maturities of non-current debt stated at the carrying values as of December\u00a031, 2022 and future interest as of
December\u00a031, 2022 are as follows:
Future contractual cash obligations(1)
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2023
$389,552
$14,776
$395,952
$410,728
2024
565,587
115,058
468,664
583,722
2025
54,803
66,882
\u2014
66,882
2026
\u2014
11,129
\u2014
11,129
2027
556,083
122,453
443,285
565,738
Thereafter
241,374
275,113
\u2014
275,113
$1,807,399
$605,411
$1,307,901
$1,913,312
(1) Future 2022 contractual cash obligations include only amounts due in cash. The 2023 Notes that became convertible pursuant to the indenture on
January 1, 2022 and are classified as current as of December 31, 2021, are only convertible during the triggered conversion period and are thus not
included as a cash payment until the 2023 date in the table above.
Interest expense for the years ended December\u00a031, 2023 and 2022 related to the 2027 Notes and the Cash Convertible
Notes was comprised of the following:
(in\u00a0thousands)\u00a0
2023
2022
Coupon interest
$4,169
$7,000
Amortization of original issuance discount
27,341
30,170
Amortization of debt issuance costs
2,328
2,593
Total interest expense related to the convertible notes
$33,838
$39,763
Convertible Notes due 2027
On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0\u00a0million
with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of
the 2027 Notes totaled $497.6\u00a0million, after payment of debt issuance costs of $3.7\u00a0million.
Because the Convertible Notes contain an embedded conversion option, we have determined that the embedded
conversion option is a derivative financial instrument, which is required to be separated from the Convertible Notes and
accounted for separately as a derivative liability, with changes in fair value reported in our consolidated income statements
until the conversion option transaction settles or expires. The initial fair value liability of the embedded conversion options
for the 2027 Notes was $54.1\u00a0million which simultaneously reduced the carrying value of the Convertible Notes. For
further discussion of the derivative financial instruments relating to the Convertible Notes, refer to Note 26 \"Financial Risk
Factors and Use of Derivative Financial Instruments.\"
The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the
embedded conversion option over the remaining term of the 2027 Notes.
The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of
2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per
share, or 6.2\u00a0million underlying shares). Following the January 2024 synthetic share repurchase discussed in Note 18
\"Equity,\" the adjusted conversion rate became 2,475.26 shares per $200,000 principal amount of notes, which
represents an adjusted conversion price per share of $80.7996. At conversion, we will settle the 2027 Notes by repaying
the principal portion in cash and any excess of the conversion value over the principal amount in shares of common
shares.
The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in
connection with a change of control or delisting event (as further described in the 2027 Notes).
The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,
at the prevailing conversion price in the following circumstances beginning after January 27, 2021 through June 16,
2027:
\u2022 if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading day; or
\u2022 if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or
\u2022 if a parity event or trading price unavailability event, as the case may be occurs during the period of 10 days, including
the first business day following the relevant trading price notification date; or
\u2022 if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other
property have a value of more than 25% of the average daily volume-weighted average trading price of our common
shares for the prior 20 consecutive trading days; or
\u2022 in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the
period from (and including) the date on which the call notice is published to (and including) the 45th business day prior
to the redemption date; or
\u2022 if we experience certain customary events of default, including defaults under certain other indebtedness, until such event
of default has been cured or waived.
The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business
day prior to December 17, 2027.
No Contingent Conversion Conditions were triggered for the 2027 Notes as of December\u00a031, 2023 or December\u00a031,
2022.
Cash Convertible Notes due 2023 and 2024
On September 13, 2017, we issued $400.0 million aggregate principal amount of Cash Convertible Senior Notes which
were due and repaid in September 2023 (2023 Notes). The net proceeds of the 2023 Notes were $365.6 million, after
payment of the net cost of the Call Spread Overlay described below and transaction costs.
On November 13, 2018, we issued $500.0 million aggregate principal amount of Cash Convertible Senior Notes which
is due in 2024 (2024 Notes). The net proceeds of the 2024 Notes were $468.9 million, after payment of the net cost of
the Call Spread Overlay described below and transaction costs.
We refer to the 2023 Notes and 2024 Notes collectively as the \u201cCash Convertible Notes.\u201d
Interest on the Cash Convertible Notes is payable semi-annually in arrears and will mature on the maturity date unless
repurchased or converted with their terms prior to such date. The interest rate and corresponding maturity for each of the
Notes are summarized in the table below. The Cash Convertible Notes that remain outstanding as of December\u00a031, 2023
are solely convertible into cash in whole, but not in part, at the option of noteholders under the circumstances described
below and during the contingent conversion periods as shown in the table below.
Cash convertible
notes
Annual
interest rate
Date of interest
payments
Maturity date
Contingent conversion
period
Conversion rate per
$200,000 principal
amount(1)
2024 Notes
1.000%
May 13 and
November 13
November 13, 2024
From December 24,
2018 to August 2, 2024
4,360.3098
(1) Following the January 2024 synthetic share repurchase discussed in Note 18 \"Equity,\" the conversion rate was adjusted to 4,356.8531.
Additionally, conversion may occur at any time following a Contingent Conversion Period through the fifth business day
immediately preceding the applicable maturity date.
Upon conversion, noteholders will receive an amount in cash equal to the Cash Settlement Amount, calculated as described
below. The Cash Convertible Notes are not convertible into shares of our common stock or any other securities.
Noteholders may convert Cash Convertible Notes into cash at their option at any time during the Contingent Conversion
Periods described above only under the following circumstances (Contingent Conversion Conditions):
\u2022 if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading day; or
\u2022 if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or
\u2022 if a parity event or trading price unavailability event, as the case may be occurs during the period of 10 days, including
the first business day following the relevant trading price notification date; or
\u2022 if we elect to distribute assets or property to all or substantially all of the holders of our common shares and those assets
or other property have a value of more than 25% of the average daily volume-weighted average trading price of our
common shares for the prior 20 consecutive trading days; or
\u2022 if we elect to redeem the Cash Convertible Notes; or
\u2022 if we experience certain customary events of default, including defaults under certain other indebtedness until such event
has been cured or waived or the payment of the Cash Convertible Notes have been accelerated.
For the 2023 Notes, the Contingent Conversion Period expired on March 13, 2023 and, as of March 31, 2023, the
Contingent Conversion Conditions for the 2023 Notes could no longer be triggered. No Contingent Conversion Conditions
were triggered for the 2023 Notes as of December\u00a031, 2022.
No Contingent Conversion Conditions were triggered for the 2024 Notes as of December\u00a031, 2023 or December\u00a031,
2022.
The Contingent Conversion Conditions in the 2023 Notes and 2024 Notes noted above have been analyzed under IFRS 9
Financial Instruments, and, based on our analysis, we determined that each of the embedded features listed above are
clearly and closely related to the 2023 Notes and 2024 Notes (i.e., the host contracts). As a result, pursuant to the
accounting provisions of IFRS 9, these features noted above are not required to be bifurcated as separate instruments.
Upon conversion, holders are entitled to a cash payment (Cash Settlement Amount) equal to the average of the conversion
rate multiplied by the daily volume-weighted average trading price for our common shares over a 50-day period. The
conversion rate is subject to adjustment in certain instances but will not be adjusted for any accrued and unpaid interest. In
addition, following the occurrence of certain corporate events that may occur prior to the applicable maturity date, we may
be required to pay a cash make-whole premium by increasing the conversion rate for any holder who elects to convert
Cash Convertible Notes in connection with the occurrence of such a corporate event.
We may redeem the Cash Convertible Notes in their entirety at a price equal to 100% of the principal amount of the
applicable Cash Convertible Notes plus accrued interest at any time when 20% or less of the aggregate principal amount
of the applicable Cash Convertible Notes originally issued remain outstanding.
Because the Cash Convertible Notes contain an embedded cash conversion option, we have determined that the
embedded cash conversion option is a derivative financial instrument, which is required to be separated from the Cash
Convertible Notes and accounted for separately as a derivative liability, with changes in fair value reported in our
consolidated income statements until the cash conversion option transaction settles or expires. The initial fair value liability
of the embedded cash conversion option was $74.5 million for the 2023 Notes and $98.5 million for the 2024 Notes,
which simultaneously reduced the carrying value of the Cash Convertible Notes (effectively serving as an original issuance
discount). For further discussion of the derivative financial instruments relating to the Cash Convertible Notes, refer to Note
26 \"Financial Risk Factors and Use of Derivative Financial Instruments.\"
As noted above, the reduced carrying value on the Cash Convertible Notes resulted in a debt discount that is amortized to
the principal amount through the recognition of non-cash interest expense using the effective interest method over the
expected life of the debt, six years for both the 2023 Notes and 2024 Notes. This resulted in our recognition of interest
expense on the Cash Convertible Notes at an effective rate approximating what we would have incurred had
nonconvertible debt with otherwise similar terms been issued. The effective interest rate is 3.997% for 2023 Notes and
4.782% for the 2024 Notes, which is imputed based on the amortization of the fair value of the embedded cash
conversion option over the remaining term of the Cash Convertible Notes.
We incurred approximately $6.2 million and $5.7 million in transaction costs for the 2023 Notes and 2024 Notes,
respectively. Such costs have been allocated to the Cash Convertible Notes and deferred and are being amortized to
interest expense over the terms of the Cash Convertible Notes using the effective interest method.
Cash Convertible Notes Call Spread Overlay
Concurrent with the issuance of the Cash Convertible Notes, we entered into privately negotiated hedge transactions (Call
Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We
refer to the Call Options and Warrants collectively as the \u201cCall Spread Overlay.\u201d The Call Options are intended to offset
any cash payments payable by us in excess of the principal amount due upon any conversion of the Cash Convertible
Notes. The Call Options and Warrants are derivative financial instruments and are discussed further in Note 26 \"Financial
Risk Factors and Use of Derivative Financial Instruments.\"
Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options,
and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our
common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price
under the Call Options is initially equal to the conversion price of the Cash Convertible Notes.
During the third quarter of 2023, we received $36.8 million in cash upon the exercise of Call Options in connection with
the repayment of 2023 Notes. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes'
embedded conversion option.
We issued Warrants as summarized in the table below. The number of warrants and exercise prices are subject to
customary adjustments under certain circumstances.
Cash
convertible
notes
Issued on
Number of share
warrants
(in millions)
Exercise price
per share
Proceeds from
issuance of warrants,
net of issuance costs
(in millions)
Warrants expire over a
period of 50 trading
days beginning on
2023
September 13, 2017
9.7
$49.9775
$45.3
June 26, 2023
2024
November 13, 2018
10.9
$50.2947
$72.4
August 27, 2024
The Warrants that were issued with our Cash Convertible Notes, could have a dilutive effect to the extent that the price of
our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver
to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the
exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised.
U.S. Private Placement
On October 16, 2012, we completed a private placement through the issuance of new senior unsecured notes at a total
amount of $400.0 million with a weighted average interest rate of 3.66% (settled on October 16, 2012). The notes were
issued in three series: (1) $73.0 million 7\u2013year term due and paid in October 16, 2019 (3.19% ); (2) $300.0 million 10\u2013
year term due and paid on October 16, 2022 (3.75%); and (3) $27.0 million 12\u2013year term due on October 16, 2024
(3.90%) but called and paid in October 2022. We paid $2.1 million in debt issuance costs which were amortized using
the effective interest method through interest expense over the lifetime of the notes. The note purchase agreement contained
certain financial and non-financial covenants, including but not limited to, restrictions on priority indebtedness and the
maintenance of certain financial ratios. We were in compliance with these covenants at December 31, 2022.
German Private Placement (2017 Schuldschein)
In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches
totaling $331.1 million due in various periods through 2027. In the first half of 2021, we repaid $41.1\u00a0million for two
tranches that matured. In October 2022, we repaid $153.0 million for the four tranches that matured. The euro tranches
are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as
described in Note 26 \"Financial Risk Factors and Use of Derivative Financial Instruments.\" Based on the spot rate method,
the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of
December\u00a031, 2023 totaled $1.0\u00a0million of unrealized gain and is recorded in equity. We paid $1.2 million in debt
issuance costs which are being amortized through interest expense over the lifetime of the notes.
A summary of the tranches as of December\u00a031, 2023 is as follows:
Carrying value (in thousands)
as of December 31,
Currency
Notional amount
Interest rate
Maturity
2023
2022
EUR
\u20ac64.0 million
Fixed 1.09%
June 2024
$70,704
$68,215
EUR
\u20ac31.0 million
Floating EURIBOR + 0.7%
June 2024
34,247
33,041
EUR
\u20ac14.5 million
Fixed 1.61%
June 2027
16,005
15,443
$120,956
$116,699
German Private Placement (2022 Schuldschein)
In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued
in several tranches totaling \u20ac370.0\u00a0million due in various periods through 2035. The 2022 Schuldschein consists of euro-
denominated tranches which have either a fixed or floating rate. All tranches except for the \u20ac70.0\u00a0million fixed 3.04%
tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating
changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net
investment hedge as described in Note 26 \"Financial Risk Factors and Use of Derivative Financial Instruments.\" Based on
the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment
hedge as of December\u00a031, 2023 totaled $36.2 million of unrealized loss and is recorded in equity. We paid $1.2 million
in debt issuance costs which are being amortized through interest expense using the effective interest method over the
lifetime of the notes.
A summary of the tranches as of December\u00a031, 2023 is as follows:
Carrying value (in thousands)
as of December 31,
Currency
Notional amount
Interest rate
Maturity
2023
2022
EUR
\u20ac51.5 million
Floating 6M EURIBOR +
0.55%
July 2025
$56,836
$54,803
EUR
\u20ac62.0 million
Fixed 2.741%
July 2027
68,388
65,967
EUR
\u20ac29.5 million
Floating 6M EURIBOR +
0.70%
July 2027
32,539
31,388
EUR
\u20ac37.0 million
Fixed 3.044%
July 2029
40,803
39,365
EUR
\u20ac103.0 million
Floating 6M EURIBOR +
0.85%
July 2029
113,586
109,585
EUR
\u20ac9.5 million
Fixed 3.386%
July 2032
10,475
10,107
EUR
\u20ac7.5 million
Floating 6M EURIBOR +
1.0%
July 2032
8,269
7,979
EUR
\u20ac70.0 million
Fixed 3.04%
August 2035
77,054
74,338
$407,950
$393,532
Revolving Credit Facility
Our credit facilities available and undrawn at December\u00a031, 2023 total \u20ac413.0 million (approximately $456.4 million).
This includes a \u20ac400.0 million syndicated ESG-linked revolving credit facility expiring December 2025 and two other lines
of credit amounting to \u20ac13.0 million with no expiration date. The \u20ac400.0 million facility can be utilized in euro and bears
interest of 0.550% to 1.500% above EURIBOR, and is offered with interest periods of one, three or six months. The
commitment fee is calculated based on 35% of the applicable margin. Commitment fees of $0.9 million were paid in each
of the years ended December\u00a031, 2023 and 2022. The revolving facility agreement contains certain financial and non-
financial covenants including, but not limited to, restrictions on the encumbrance of assets and the maintenance of certain
financial ratios. We were in compliance with these covenants at December\u00a031, 2023. The credit facilities are for general
corporate purposes and no amounts were utilized at December\u00a031, 2023.
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17. Income Tax
Major components of income tax expense, as presented in the income statements for the years ended December\u00a031, 2023
and 2022, are:
(in thousands)
2023
2022
Current income tax charge
$72,637
$98,642
Adjustment in respect of current income tax of previous years
1,196
(5,447)
Current income tax expense
73,833
93,195
Origination and reversal of temporary differences
14,915
(1,267)
Changes in tax rates
896
(943)
Deferred income tax expense
15,811
(2,210)
Total income tax expense
$89,644
$90,985
Deferred tax related to items charged or credited directly to equity during 2023 and 2022 shown in the statement of
comprehensive income totaled $1.1 million and $0.3 million , respectively.
The applicable statutory income tax rate in the Netherlands was 25.8% in 2023 and 2022. The principal items comprising
the differences between income taxes computed at the Netherlands statutory rate and the effective tax rate for the years
ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Amount
Percent
Amount
Percent
Income before tax
$574,452
$666,646
At Dutch statutory income tax rate of 25.8%
$148,209
25.8%
$171,995
25.8%
Taxation of foreign operations, net(1)
(32,700)
(5.7)%
(25,116)
(3.8)%
Tax impact from (deductible) non-deductible items(2)
(30,795)
(5.4)%
(47,826)
(7.2)%
Prior year taxes
1,196
0.2%
(5,447)
(0.8)%
Changes in tax rates impacting deferred taxes
896
0.2%
(943)
(0.1)%
Other
2,838
0.5%
(1,678)
(0.3)%
Total income tax
$89,644
15.6%
$90,985
13.6%
(1) Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands\u2019 statutory
income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination
of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from
operations in Germany.
(2) During 2023 and 2022, tax benefits of $36.5 million and $41.6 million are related to changes in fair values of warrants and the embedded
conversion option related to convertible notes due in 2023, 2024 and 2027 as discussed in Note 16 \"Financial Debts\" and Note 26 \"Financial Risk
Factors and Use of Derivative Financial Instruments.\"
We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the
Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the
normal course of business, we are subject to examination by taxing authorities throughout the world. Tax years in the
Netherlands are potentially open back to 2011 for income tax examinations by the Netherlands taxing authority. The
German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority
commenced an examination for the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and most
state income tax examinations by taxing authorities beginning with the year ending December\u00a031, 2020 through the
current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the
periods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act.
Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for
years before 2019.
Changes in the amount of unrecognized tax benefits for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Balance at beginning of year
$79,283
$103,618
Additions based on tax positions related to the current year
9,632
9,754
Additions for tax positions of prior years
7,839
4,544
Decrease for tax position of prior years
(3,832)
(8,958)
Decrease related to settlements
(119)
(23,346)
Decrease due to lapse of statute of limitations
\u2014
(580)
Increase (decrease) from currency translation
2,755
(5,749)
Balance at end of year
$95,558
$79,283
As of December\u00a031, 2023 and 2022, our net unrecognized tax benefits totaled approximately $95.6 million and $79.3
million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period. It is
reasonably possible that approximately $30.8 million of the unrecognized tax benefits may be released or utilized during
the next 12 months due to lapse of statute of limitations or settlements with taxing authorities. However, various events
could cause our current expectations to change in the future. The above unrecognized tax benefits, if ever recognized in
the financial statements, would be recorded in the income statement as part of income tax expense. Also, we have accrued
interest and penalties of $3.3 million and $3.5 million related to these uncertain tax positions at December\u00a031, 2023 and
2022, respectively.
We have recorded net deferred tax assets of $41.4 million and $63.3 million at December\u00a031, 2023 and 2022,
respectively. The components of the net deferred assets and liabilities at December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Change
Deferred tax assets:
Intangibles
$30,084
$33,510
($3,426)
Net operating loss and credit carryforward
29,730
31,890
(2,160)
Inventory
28,121
30,194
(2,073)
Equity awards
26,766
27,734
(968)
Accrued liabilities
25,375
27,544
(2,169)
Depreciation and amortization
2,249
4,032
(1,783)
Convertible debt
2,173
3,621
(1,448)
Disallowed interest carryforwards
1,157
1,511
(354)
Other
7,133
6,479
654
Offsetting
(89,214)
(77,075)
(12,139)
Total deferred tax assets
63,574
89,440
(25,866)
Deferred tax liabilities:
Depreciation and amortization
(55,860)
(42,453)
(13,407)
Intangibles
(50,723)
(55,921)
5,198
Other
(4,757)
(4,817)
60
Offsetting
89,214
77,075
12,139
Total deferred tax liabilities
(22,126)
(26,116)
3,990
\u00a0
Net deferred tax assets
$41,448
$63,324
($21,876)
The movements in deferred income tax assets and liabilities during 2023 and 2022 are as follows:
(in thousands)
2023
2022
Change in deferred tax recognized in income
($15,811)
$2,210
Change in deferred tax recognized in equity(1)
(5,396)
(7,764)
Change in deferred tax related to business combinations(2)
(669)
(3,249)
Change in deferred tax
($21,876)
($8,803)
(1) The change in deferred tax recognized in equity represents changes in components of other comprehensive income or loss, equity awards and foreign
currency translation adjustments.
(2) The change in deferred tax related to business combinations represents the deferred tax liability on the fair value of identifiable intangible assets
acquired and the deferred tax asset on tax loss carryforwards as discussed in Note 5 \"Acquisitions.\"
At December\u00a031, 2023, we had $486.4 million in total net operating loss (NOL) carryforwards which included $237.3
million for Germany, $144.1 million for the U.S., $30.5 million for the U.K., $15.2 million for the Netherlands and $59.3
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in Germany of
$5.8 million and in other foreign jurisdictions of $47.7 million. The NOL carryforwards in Germany, the Netherlands and
the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is subject to limitations under Section 382 of
the U.S. Internal Revenue Code which limits the amount that can be used each year. The NOL carryforwards in the U.S.
expire between 2024 and 2034. NOL carryforwards of $21.3 million in other foreign jurisdictions expire between 2024
and 2031 while the remainder can be carried forward indefinitely. At December\u00a031, 2023, tax credits total $6.7 million
and expire between 2032 and 2041.
At December\u00a031, 2022, we had $375.1 million in total net operating loss (NOL) carryforwards which included $90.3
million for Germany, $131.9 million for the U.S., $49.4 million for the U.K., $39.5 million for the Netherlands and $64.0
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in the
Netherlands of $39.5 million and in other foreign jurisdictions of $45.1 million.
A deferred tax asset can only be recognized to the extent it is \"more likely than not\" that the assets will be realized.
Judgments around realizability depend on the availability and weight of both positive and negative evidence. In 2023, we
fully recognized $15.2 million of tax benefit NOL carryforward in the Netherlands due to current year taxable income and
expected future taxable income.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-402": { "value": "574452000", "decimals": -3, "dimensions": { "concept": "ifrs-full:ProfitLossBeforeTax", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-403": { "value": "666646000", "decimals": -3, "dimensions": { "concept": "ifrs-full:ProfitLossBeforeTax", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-404": { "value": "
18. Equity
Shares
The authorized classes of our shares consist of Common Shares (410\u00a0million authorized), Preference Shares (450\u00a0million
authorized) and Financing Preference Shares (40\u00a0million authorized). All classes of shares have a par value of \u20ac0.01. No
Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the
foreign exchange rates in effect when the shares are issued.
Treasury Stock
The cost of repurchased shares is included in treasury stock and reported as a reduction in total equity when a repurchase
occurs. Repurchased shares will be held in treasury in order to satisfy various obligations, which include exchangeable
debt instruments, warrants and employee share-based remuneration plans.
Synthetic Share Repurchase
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 7, 2024 and involved an approach used by various large,
multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional
open-market repurchases. $295.2 million was returned to shareholders through the transaction, which reduced the total
number of issued Common Shares by approximately 3% to 223.9\u00a0million (of which 2.5\u00a0million Common Shares are held in
Treasury Shares) as of January 31, 2024.
Appropriation of Profit of 2022
The financial statements for the reporting year 2022 have been adopted by the Annual General Meeting on June 22,
2023. The Annual General Meeting has adopted the appropriation of profit after tax as proposed by the Managing
Board.
Proposal for Profit Appropriation
The General Meeting of Shareholders will be asked to approve the following appropriation of the 2023 net income for the
period: an amount of $484.8 million to be added to retained earnings.", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-405": { "value": "
The cost of repurchased shares is included in treasury stock and reported as a reduction in total equity when a repurchase
occurs. Repurchased shares will be held in treasury in order to satisfy various obligations, which include exchangeable
debt instruments, warrants and employee share-based remuneration plans.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTreasurySharesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-406": { "value": "
19. Earnings per Common Share
We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the
net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the
potential dilution of earnings that would occur if all \u201cin the money\u201d securities to issue common shares were exercised.
The following schedule summarizes the information used to compute earnings per common share for the years ended
December\u00a031, 2023 and 2022:
(in thousands, except per share data)
2023
2022
Net income
$484,808
$575,661
Weighted average number of common shares used to compute basic earnings per common
share
228,146
227,577
Dilutive effect of stock options and restricted stock units
2,473
2,555
Dilutive effect of outstanding warrants
\u2014
4
Weighted average number of common shares used to compute diluted
earnings per common share
230,619
230,136
Outstanding options and awards having no dilutive effect, not included in above calculation
1
146
Outstanding warrants having no dilutive effect, not included in above calculation
17,562
20,556
Basic earnings per common share
$2.12
$2.53
Diluted earnings per common share
$2.10
$2.50
For purposes of considering the 2027 Notes, as discussed further in Note 16 \"Financial Debts,\" in determining diluted
earnings per common share, only an excess of the conversion value over the principal amount would have a dilutive
impact using the treasury stock method. Since the 2027 Notes were out of the money and anti-dilutive during the period
from January 1, 2022 through December 31, 2023, they were excluded from the diluted earnings per common share
calculation in 2022 and 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-407": { "value": "2.12", "decimals": 2, "dimensions": { "concept": "ifrs-full:BasicEarningsLossPerShare", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:USD/xbrli:shares" } }, "f-408": { "value": "2.53", "decimals": 2, "dimensions": { "concept": "ifrs-full:BasicEarningsLossPerShare", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:USD/xbrli:shares" } }, "f-409": { "value": "2.10", "decimals": 2, "dimensions": { "concept": "ifrs-full:DilutedEarningsLossPerShare", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:USD/xbrli:shares" } }, "f-410": { "value": "2.50", "decimals": 2, "dimensions": { "concept": "ifrs-full:DilutedEarningsLossPerShare", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00", "unit": "iso4217:USD/xbrli:shares" } }, "f-411": { "value": "
20. Commitments and Contingencies
Licensing and Purchase Commitments
We have licensing agreements with companies, universities and individuals, some of which require certain up-front
payments. Royalty payments are required on net product sales ranging from 0.45 percent to 25 percent of covered
products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying
consolidated balance sheets include accrued royalties relating to these agreements in the amount of $9.7 million and
$12.9 million at December\u00a031, 2023 and 2022, respectively. Royalty expense relating to these agreements amounted to
$13.9 million and $15.5 million, for the years ended December\u00a031, 2023 and 2022, respectively. Royalty expense is
primarily recorded in cost of sales, with a small portion recorded as research and development expense depending on the
use of the technology under license. Some of these agreements also have minimum raw material purchase requirements
and requirements to perform specific types of research.
At December\u00a031, 2023, we had commitments to purchase goods or services and to make future license and royalty
payments. They are as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2024
$37,396
$1,926
2025
35,992
1,453
2026
13,150
783
2027
11,383
766
2028
903
560
Thereafter
\u2014
1,729
$98,824
$7,217
Commitments calculated at December\u00a031, 2022, the prior year, were as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2023
$49,311
$3,804
2024
32,559
2,075
2025
22,362
1,718
2026
11,296
1,133
2027
11,508
1,170
Thereafter
211
8,641
$127,247
$18,541
Contingent Consideration Commitments
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain FDA approval milestones. Potential
milestone payments total $20.7 million and may be triggered by the end of 2024. The total milestone payments of $18.4
million is included in other current liabilities in the accompanying consolidated balance sheet as of December\u00a031, 2023.
Refer to Note 25 \"Fair Value Measurements\" for changes in the contingent consideration liabilities.
Employment Agreements
Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as
defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At
December\u00a031, 2023, the commitment under these agreements totaled $11.5 million (2022: $9.4 million).
Litigation
From time to time, we may be party to legal proceedings incidental to our business. As of December\u00a031, 2023, certain
claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against
QIAGEN N.V. or subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as through
acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation
contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict the
outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we could
incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been incurred
and the amount of probable loss can be estimated. Litigation accruals recorded in other current liabilities as of
December\u00a031, 2023 and 2022 totaled $4.8 million and $6.5 million, respectively. As of December\u00a031, 2023, $4.7
million was accrued in other non-current liabilities in the accompanying consolidated balance sheet.
We are not party to any material legal proceeding as of the date of this report except for the matters listed below.
Patent Litigation
ArcherDX
In 2018, ArcherDX (a company which spun out as an independent company in conjunction with QIAGEN's acquisition of
Enzymatics in 2015 and was later acquired by Invitae in 2021) and Massachusetts General Hospital (MGH) sued
QIAGEN for patent infringement. In August 2021, a federal jury ruled that QIAGEN infringed two patents owned by
ArcherDX and awarded damages of $4.7\u00a0million which were accrued in 2021 and as of December\u00a031, 2023, are
included in other non-current liabilities in the accompanying consolidated balance sheet. We filed an appeal in August
2023 after the verdict was entered.
Bio-Rad Laboratories, Inc.
In April 2022, QIAGEN filed a lawsuit in a U.S. federal court against Bio-Rad Laboratories, Inc. (Bio-Rad) seeking a
declaratory judgment of non-infringement of certain Bio-Rad patents related to digital PCR technology. In July 2023, the
parties agreed to a settlement that provided for a cross-licensing agreement granting each company mutual rights to their
respective digital PCR technologies.
Other Litigation Matters
For all other matters, a total of $4.8 million is accrued as of December\u00a031, 2023 in other current liabilities. The estimated
range of possible losses for these other matters as of December\u00a031, 2023 is between $4.0 million and $10.1 million.
Based on the facts known to QIAGEN and after consultation with legal counsel, management believes that such litigation
will not have a material adverse effect on our financial position or results of operations above the amounts accrued.
However, the outcome of these matters is ultimately uncertain. Any settlements or judgments against us in excess of
management's expectations could have a material adverse effect on our financial position, results of operations or cash
flows.", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-412": { "value": "
21. Reportable Segme nt
We operate as one reportable segment in accordance with IFRS 8 Operating Segments. As a result of our continued
restructuring and streamlining of the growing organization, our chief operating decision maker (CODM) continues to make
decisions with regards to business operations and resource allocation based on evaluations of QIAGEN as a whole.
Accordingly, we operate as one reportable segment. Summarized geographic information is shown in the tables below.
Geographical Information
Net sales are attributed to countries based on the location of the customer. Our primary manufacturing facilities are located
in Germany, China, and the United States and supply products to customers as well as QIAGEN subsidiaries in other
countries. The intercompany portions of such net sales are excluded to derive consolidated net sales. No single customer
represents more than ten percent of consolidated net sales. Our country of domicile is the Netherlands, which reported net
sales of $20.3 million and $31.5 million for the years ended 2023 and 2022, respectively, and these amounts are
included in the line item Europe, Middle East and Africa as shown in the table below.
\u00a0
(in thousands)
2023
2022
Americas:
United States
$935,281
$909,616
Other Americas
84,774
88,139
Total Americas
1,020,055
997,755
Europe, Middle East and Africa
624,573
734,971
Asia Pacific, Japan\u00a0and Rest of World
320,683
410,294
Total net sales
$1,965,311
$2,143,020
Long-lived assets include property, plant and equipment, goodwill, other intangible assets, right-of-use assets, equity
accounted investments, non-current financial assets and other non-current assets. The Netherlands, which is included in the
line item other Europe, Middle East and Africa, reported long-lived assets of $17.0 million and $15.2 million for the years
ended 2023 and 2022, respectively.
(in thousands)
2023
2022
Americas:
United States
$2,341,040
$2,240,041
Other Americas
11,066
9,874
Total Americas
2,352,106
2,249,915
Germany
786,974
694,025
Other Europe, Middle East and Africa
615,399
593,403
Asia Pacific, Japan\u00a0and Rest of World
232,727
229,504
Total long-lived assets
$3,987,206
$3,766,847
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-413": { "value": "
22. Share-Based Payments
We adopted the QIAGEN N.V. Amended and Restated 2005 Stock Plan (the 2005 Plan) in 2005 and the QIAGEN N.V.
2014 Stock Plan (the 2014 Plan) in 2014. The 2005 Plan expired by its terms in April 2015 and no further awards will be
granted under the 2005 Plan. The 2014 Plan expires in May 2024. The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan)
was approved at the June 2023 Annual General Meeting and at December\u00a031, 2023, we had approximately 20.9 million
Common Shares reserved and available for issuance under the 2005, 2014 and 2023 Plans.
The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants
and stock-based awards, generally with terms of up to 3 years, with previous grants through 2020 having terms of 5 years
subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be accelerated in
the event of a Change of Control, as defined in the plans. All option grants were at the market value on the grant date or
at a premium above the closing market price on the grant date. We issue Treasury Shares to satisfy option exercises and
award releases.
Stock Units
Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject
to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final
number of performance stock units earned is based on the performance achievement which for some grants can reach up
to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized
over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the
market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0% (2022:
6.9%). At December\u00a031, 2023, there was $59.8 million remaining in unrecognized compensation cost including estimated
forfeitures related to these awards, which is expected to be recognized over a weighted average period of 1.34 years
(2022: $79.7 million over a weighted average of 1.58 years). The weighted average grant date fair value of stock units
granted during the year ended December\u00a031, 2023 2022was $44.37 (2022 $45.49). The total fair value of stock units
that vested during the years ended December\u00a031, 2023 and 2022 was $39.4 million and $55.8 million, respectively.
A summary of stock units as of December\u00a031, 2023 and 2022, and changes for the years then ended, is presented below.
(in thousands)
2023
2022
Outstanding at January 1
3,771
3,981
Granted
1,185
955
Released
(864)
(1,164)
Forfeited
(77)
(1)
Outstanding at December\u00a031
4,015
3,771
Vested and expected to vest at December\u00a031
3,744
3,467
We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the
applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than
the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to
treasury shares.
Stock Options
We have not granted stock options since 2013. A summary of the status of employee stock options as of December\u00a031,
2023, and changes for the year then ended, is presented below.
Stock options
Number of
shares
(in thousands)
Weighted
average
exercise price
Outstanding at January 1, 2023
9
$18.68
Exercised
(9)
$18.68
Outstanding at December 31, 2023
\u2014
$\u2014
A summary of the status of employee stock options as of December\u00a031, 2022, and changes for the year then ended, is
presented below.
Stock options
Number of
shares
(in thousands)
Weighted
average
exercise price
Outstanding at January 1, 2022
18
$17.79
Exercised
(7)
$16.55
Expired
(2)
$18.68
Outstanding at December 31, 2022
9
$18.68
Vested at December 31, 2022
9
$18.68
Vested and expected to vest at December 31, 2022
9
$18.68
The total intrinsic value of options exercised was $0.2 million in each of the years ended December\u00a031, 2023 and 2022.
The actual tax benefit for the tax deductions from option exercises totaled $0.1 million in each of the years ended
December\u00a031, 2023 and 2022. At December\u00a031, 2023, there was no unrecognized share-based compensation expense
related to employee stock option awards.
There were no options outstanding at December\u00a031, 2023. At December\u00a031, 2022, 9 thousand options were exercisable
at a weighted average price of $18.68 per share.
Compensation Expense
Share-based compensation expense before taxes for the years ended December\u00a031, 2023 and 2022 totaled
approximately $47.1 million and $49.5 million, respectively, as shown in the table below.
(in thousands)
2023
\u00a0
2022
Cost of sales
$3,296
$2,577
Research and development
7,484
6,504
Sales and marketing
14,495
16,076
General and administrative
21,825
24,350
Share-based compensation expense
47,100
49,507
Less: Income tax benefit(1)
9,751
10,670
Share-based compensation expense, after tax
$37,349
$38,837
(1) Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $1.3 million and $2.7
million for the years ended December\u00a031, 2023 and 2022, respectively.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-414": { "value": "
23. Employee Benefits and Personnel Costs
We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution
plan is qualified under Section\u00a0401(k) of the Internal Revenue Code and covers substantially all U.S. employees.
Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue
Service. This plan includes a provision for us to match a portion of employee contributions. Total expense under the 401(k)
plans were $4.5 million for each of the years ended December\u00a031, 2023 and 2022. We also have a defined contribution
plan which covers certain executives. We make matching contributions up to an established maximum. Matching
contributions made to the plan, and expensed, totaled approximately $0.1 million for each of the years ended
December\u00a031, 2023 and 2022.
We have seven defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,
France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to
covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits
to which employees are entitled if they separate immediately. The benefits accrue on a pro-rata basis during the
employees\u2019 employment periods based on the individuals\u2019 salaries, adjusted for inflation. All defined benefit plans are
unfunded. The liability under the defined benefit plans was $7.4 million and $7.2 million as of December\u00a031, 2023 and
2022, respectively, and is included as a component of other non-current liabilities in the accompanying consolidated
balance sheets.
Personnel Costs
For the years ended December\u00a031, 2023 and 2022, personnel costs amounted to $617.9 million and $616.7 million,
respectively. As of December\u00a031, 2023, there were 5,967 employees within the Group (2022: 6,178).
(in thousands)
2023
2022
Salaries and wages
$371,855
$338,894
Social security and pension
103,686
137,987
Share-based payment expense
47,100
49,507
Termination costs
5,942
4,121
Other
89,297
86,148
Total personnel costs
$617,880
$616,657
The personnel costs are allocated to the functional areas in which the respective employees are working or, in the case of
the incremental termination benefits which are the result of restructuring activities as discussed in Note 6 \"Restructuring,\"
are recorded in restructuring, acquisition, integration and other costs.
Personnel costs included in the accompanying consolidated income statements for the years ended December\u00a031, 2023
and 2022 are as follows:
(in thousands)
2023
2022
Cost of sales
$142,825
$149,484
Research and development expense
113,102
102,936
Sales and marketing expense
282,214
283,366
General and administrative expense
79,739
80,871
Total personnel costs
$617,880
$616,657
The number of employees within the Company at December\u00a031, 2023 and 2022 are as follows:
Employees
2023
2022
Headcount at December 31
5,967
6,178
Thereof employed in the Netherlands
55
62
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-415": { "value": "
24. Related Party Transactions
From time to time, we have transactions with other companies in which we hold an interest, as summarized in the table
below.
Net sales to related parties for the years ended December\u00a031, 2023 and 2022 are as follows:
(in thousands)
2023
2022
Net sales
$9,039
$8,474
As of December\u00a031, 2023 and 2022, balances with related parties are as follows:
(in thousands)
2023
2022
Trade accounts receivable
$2,890
$5,136
Other current assets
$78
$11,929
Trade and other accounts payable
$700
$2,708
Other current liabilities
$2,893
$3,518
Other current assets include loans receivable and supplier advances from companies with which we have an investment or
partnership interest.
As of December 31, 2022, other current assets included a $10.6 million convertible note from Ellume Limited, Australia,
which bears interest at 10% and was due on December 31, 2022. As of December 31, 2022, we retained the loan
receivable, while fully reserved, as we awaited the outcome of voluntary administration and any creditor arrangement.
During 2023, we had no possibility of collection from Ellume and no expectation of any recovery of the defaulted amount.
Accordingly, the loan receivable was fully written off against the reserve in 2023. Additional financial impacts of these
proceedings with this related party for the fiscal year ended December 31, 2022 included a $4.6 million write off on
advances to suppliers and a $12.8 million impairment loss on intangible assets, both recognized in restructuring,
acquisition, integration, and other, net in the accompanying consolidated income statement. Refer to Note 12 \"Goodwill
and Intangible Assets.\"
Remuneration of Managing Board and Supervisory Board
Disclosure of the total board remuneration is based on section 383 book 2 of the Dutch Civil Code. Furthermore, the Chief
Executive Officer, Chief Financial Officer and the Supervisory Board meet the definition of key management personnel as
defined in IAS 24 \u2018Related Parties\u2019. During 2020, our Chief Executive Officer joined our Chief Financial Officer on the
Managing Board effective June 30, 2020. The total short-term employee benefits (fixed salary and short-term variable cash
bonus), post-employment (defined contribution expenditure), and share-based payment cost (share-based compensation) in
accordance with IAS 24 are reported in the tables below for the years ended December 31, 2023 and 2022.
Key management personnel compensation and total board remuneration
Remuneration of the Managing Board
The tables below state the amounts earned on an accrual basis by our key management personnel and Managing Board
members in 2023 and 2022.
For the year ended December 31, 2023
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$979
$588
Other(1)
33
40
Total fixed income 2023
1,012
628
Short-term variable cash bonus
780
320
Total short-term income 2023
1,792
948
Defined contribution on benefit plan
200
117
Total compensation (excluding long-term share-based compensation)
$1,992
$1,065
(1) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment
agreements.
For the year ended December 31, 2022
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$950
$557
Other(1)
37
40
Total fixed income 2022
987
597
Short-term variable cash bonus
1,545
617
Total short-term income 2022
2,532
1,214
Defined contribution on benefit plan
143
114
Total compensation (excluding long-term share-based compensation)
$2,675
$1,328
(1) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000 or tax amounts paid by the Company to tax authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.
The total recognized compensation expense in accordance with IFRS 2 for share-based compensation in the year 2023
(2022) for long-term compensation of stock units amounted to $6.8 million ($7.5 million) for Mr. Bernard and $6.0 million
($7.1 million) for Mr. Sackers. The total compensation including share-based compensation expenses in the year 2023
(2022) was $15.9 million ($18.7\u00a0million), and amounts to $8.8 million ($10.2\u00a0million) for Mr. Bernard and $7.1 million
($8.4 million) for Mr. Sackers.
Remuneration of the Supervisory Board
The tables below state the amounts earned on an accrual basis by the members of the Supervisory Board in 2020 and
2019 (excluding long-term share-based compensation):
For the year ended December 31, 2023
(in thousands, except for number of share grants)
Fixed
remuneration
Committee Chair
Committee
membership
Total(1)
Number of
restricted stock
units granted
Lawrence A. Rosen
$150.0
18.0
20.5
$188.5
7,917
Dr.\u00a0Metin Colpan
$57.5
18.0
11.0
$86.5
7,917
Thomas Ebeling(2)
$28.8
\u2014
5.5
$34.3
7,917
Dr. Toralf Haag
$57.5
25.0
\u2014
$82.5
7,917
Dr. Ross L. Levine
$57.5
\u2014
11.0
$68.5
7,917
Dr. Elaine Mardis
$57.5
\u2014
22.0
$79.5
7,917
Dr. Eva Pisa
$57.5
\u2014
11.0
$68.5
7,917
Stephen H. Rusckowski(3)
$40.6
\u2014
5.5
$46.1
\u2014
Elizabeth E. Tallett
$57.5
18.0
26.0
$101.5
7,917
(1) Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2) Thomas Ebeling did not stand for re-appointment at AGM in June 2023.
(3) Stephen H. Rusckowski joined the Supervisory Board in April 2023, and was not eligible for the equity grant for 2023.
For the year ended December 31, 2022
(in thousands, except for number of share grants)
Fixed
remuneration
Committee Chair
Committee
membership
Total(1)
Number of
restricted stock
units granted
Lawrence A. Rosen
$150.0
18.0
26.0
$194.0
6,980
Dr.\u00a0Metin Colpan
$57.5
18.0
11.0
$86.5
6,980
Thomas Ebeling
$57.5
\u2014
11.0
$68.5
6,980
Dr. Toralf Haag
$57.5
25.0
\u2014
$82.5
6,980
Dr. Ross L. Levine
$57.5
\u2014
11.0
$68.5
6,980
Dr. Elaine Mardis
$57.5
\u2014
22.0
$79.5
6,980
Dr. Eva Pisa(2)
$28.8
\u2014
5.5
$34.3
\u2014
Elizabeth E. Tallett
$57.5
18.0
26.0
$101.5
6,980
(1) Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2) Dr. Eva Pisa joined the Supervisory Board in June 2022.
The total recognized share-based compensation expense in accordance with IFRS 2 in 2023 (2022) amounted to $2.8
million ($1.8 million) and includes $708.2 thousand ($349.6 thousand) for Mr. Rosen, $364.3 thousand
($222.7\u00a0thousand) for Mr. Colpan, $356.9 thousand ($349.6 thousand) for Mr. Levine, $356.9 thousand ($349.6
thousand) for Ms. Mardis, $364.3 thousand ($222.7 thousand) for Ms. Tallett, $253.2 thousand ($157.2 thousand) for
Dr. Haag, $293.5 thousand ($148.4 thousand) for Mr. Ebeling, and $63.8 thousand for Dr. Pisa.
The total recognized compensation expense, including share-based compensation, for members of the Supervisory Board
in 2023 (2022) totaled $3.5 million ($2.5 million) and includes amounts of $896.7\u00a0thousand ($543.6\u00a0thousand) for Mr.
Rosen, $450.8\u00a0thousand ($309.2\u00a0thousand) for Mr. Colpan, $425.4\u00a0thousand ($418.1\u00a0thousand) for Mr. Levine,
$436.4\u00a0thousand ($429.1\u00a0thousand) for Ms. Mardis, $465.8\u00a0thousand ($324.2\u00a0thousand) for Ms. Tallett, $335.7
thousand ($239.7\u00a0thousand) for Dr. Haag, $327.8\u00a0thousand ($216.9\u00a0thousand) for Mr. Ebeling, $132.3\u00a0thousand
($34.3\u00a0thousand) for Dr. Pisa, and $46.1\u00a0thousand for Mr. Rusckowski who joined the Supervisory Board in April 2023.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-416": { "value": "
25. Fair Value Measurements
Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:
\u2022 Level 1.Observable inputs, such as quoted prices in active markets;
\u2022 Level 2.Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and
\u2022 Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December\u00a031, 2023. It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$\u2014
$667,320
$\u2014
$667,320
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts receivable
\u2014
381,877
\u2014
381,877
\u2014
\u2014
\u2014
\u2014
Financial assets, current
\u2014
308,675
81,023
389,698
\u2014
81,023
\u2014
81,023
Financial assets, non-current
\u2014
\u2014
4,435
4,435
\u2014
\u2014
4,435
4,435
Equity options
\u2014
\u2014
39,759
39,759
\u2014
39,759
\u2014
39,759
Foreign exchange forwards and options
\u2014
\u2014
3,471
3,471
\u2014
3,471
\u2014
3,471
Interest rate contracts - cash flow hedge
3,083
\u2014
\u2014
3,083
\u2014
3,083
\u2014
3,083
Total financial assets
$3,083
$1,357,872
$128,688
$1,489,643
$\u2014
$127,336
$4,435
$131,771
Liabilities:
Lease liabilities(1)
$\u2014
($101,331)
$\u2014
($101,331)
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts payable
\u2014
(84,155)
\u2014
(84,155)
\u2014
\u2014
\u2014
\u2014
Foreign exchange forwards and options
\u2014
\u2014
(9,944)
(9,944)
\u2014
(9,944)
\u2014
(9,944)
Interest rate contracts - cash flow hedge
(98,908)
\u2014
\u2014
(98,908)
\u2014
(98,908)
\u2014
(98,908)
Equity options
\u2014
\u2014
(39,830)
(39,830)
\u2014
(39,830)
\u2014
(39,830)
Warrants and embedded conversion option
\u2014
\u2014
(45,157)
(45,157)
\u2014
(45,157)
\u2014
(45,157)
Contingent consideration
\u2014
\u2014
(18,359)
(18,359)
\u2014
\u2014
(18,359)
(18,359)
Total financial liabilities
($98,908)
($185,486)
($113,290)
($397,684)
$\u2014
($193,839)
($18,359)
($212,198)
(1) Separate disclosure of fair value of lease liabilities is not required.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December\u00a031, 2022. It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$\u2014
$730,271
$\u2014
$730,271
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts receivable
\u2014
323,750
\u2014
323,750
\u2014
\u2014
\u2014
\u2014
Financial assets, current
\u2014
15,000
672,597
687,597
79,600
592,997
\u2014
672,597
Financial assets, non-current
\u2014
\u2014
5,329
5,329
\u2014
\u2014
5,329
5,329
Equity options
\u2014
\u2014
221,769
221,769
\u2014
221,769
\u2014
221,769
Foreign exchange forwards and options
\u2014
\u2014
8,946
8,946
\u2014
8,946
\u2014
8,946
Interest rate contracts - cash flow hedge
12,256
\u2014
\u2014
12,256
\u2014
12,256
\u2014
12,256
Total financial assets
$12,256
$1,069,021
$908,641
$1,989,918
$79,600
$835,968
$5,329
$920,897
Liabilities:
Lease liabilities(1)
$\u2014
($93,626)
$\u2014
($93,626)
$\u2014
$\u2014
$\u2014
$\u2014
Trade accounts payable
\u2014
(98,734)
\u2014
(98,734)
\u2014
\u2014
\u2014
\u2014
Foreign exchange forwards and options
\u2014
\u2014
(8,356)
(8,356)
\u2014
(8,356)
\u2014
(8,356)
Interest rate contracts - cash flow hedge
(36,982)
\u2014
\u2014
(36,982)
\u2014
(36,982)
\u2014
(36,982)
Equity options
\u2014
\u2014
(222,632)
(222,632)
\u2014
(222,632)
\u2014
(222,632)
Warrants and embedded conversion option
\u2014
\u2014
(186,776)
(186,776)
\u2014
(186,776)
\u2014
(186,776)
Contingent consideration
\u2014
\u2014
(18,088)
(18,088)
\u2014
\u2014
(18,088)
(18,088)
Total financial liabilities
($36,982)
($192,360)
($435,852)
($665,194)
$\u2014
($454,746)
($18,088)
($472,834)
(1) Separate disclosure of fair value of lease liabilities is not required.
Our assets and liabilities measured at fair value on a recurring basis consist of quoted debt securities which are classified
as Level 1 of the fair value hierarchy; unquoted debt securities, discussed in Note 7 \"Financial Assets,\" which are classified
in Level 2 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk and derivative
financial instruments entered into in connection with the Cash Convertible Notes discussed in Note 16 \"Financial Debts,\"
which are classified in Level 2 of the fair value hierarchy; contingent consideration accruals which are classified in Level 3
of the fair value hierarchy; and unquoted equity securities remeasured during the years ended December\u00a031, 2023 and
2022 classified within Level 3 in the fair value hierarchy. There were no transfers between levels for the year ended
December\u00a031, 2023.
In determining fair value for Level 2 instruments, we apply a market approach, using quoted active market prices relevant
to the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the
contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of
outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk
was quantified by reference to publicly-traded debt with a corresponding rating. The Level 2 derivative financial
instruments include the Call Options asset, the Warrants liability and the embedded conversion option liability. See Note
16 \"Financial Debts\" and Note 26 \"Financial Risk Factors and Use of Derivative Financial Instruments\" for further
information. The derivatives are not actively traded and are valued based on an option pricing model that uses observable
market data for inputs. Significant market data inputs used to determine fair values included our common stock price, the
risk-free interest rate, and the implied volatility of our common stock. The Call Options asset and the embedded cash
conversion option liability were designed with the intent that changes in their fair values would substantially offset, with
limited net impact to our earnings. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing
model for such instruments is substantially mitigated.
Our Level 3 instruments include unquoted equity investments for which we estimate the value based on valuation methods
using the observable transaction price at the transaction date and other unobservable inputs. Under the measurement
alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable
price changes in orderly transactions for the identical or a similar investment of the same issuer. Adjustments are
determined primarily based on a market approach as of the transaction date.
Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using
unobservable inputs, applying the income approach, such as the discounted cash flow technique, or the probability-
weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if
specified future events occur or conditions are met such as the achievement of technological or revenue milestones. We use
various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate
(between 6.5% and 6.6%), to represent the non-performing risk factors and time value when applying the income
approach. We regularly review the fair value of the contingent consideration, and reflect any change in the accrual in the
consolidated income statements in the line items commensurate with the underlying nature of milestone arrangements.
For contingent consideration liabilities with Level 3 inputs, the following table summarizes the activity as of December\u00a031,
2023 and 2022, all of which is related to 2018 acquisition of STAT-Dx:
(in thousands)
2023
2022
Balance at beginning of year
($18,088)
($24,100)
Changes in fair value
(271)
112
Payments
\u2014
5,900
Balance at end of year
($18,359)
($18,088)
As of December\u00a031, 2023, $18.4 million was accrued for contingent consideration and is included in other non-current
liabilities in the accompanying balance sheet. As of December\u00a031, 2022, $18.1 million was accrued for contingent
consideration, of which $8.2 million was included in other current liabilities and $9.9 million was included in other non-
current liabilities in the accompanying consolidated balance sheet.
The estimated fair value of non-current financial debts as disclosed in Note 16 \"Financial Debts\" was based on current
interest rates for similar types of borrowings. The estimated fair values may not represent actual values of the financial
instruments that could be realized as of the balance sheet date or that will be realized in the future.
The fair values of the financial instruments are presented in Note 16 \"Financial Debts\" and were determined as follows:
Cash Convertible Notes and Convertible Notes: Fair value is based on an estimation using available over-the-counter
market information on the Cash Convertible Notes due in 2024 as well as the Convertible Notes due in 2027.
German Private Placement: Fair value is based on an estimation using changes in the euro swap rates.
There were no adjustments in the years ended December\u00a031, 2023 and 2022 for nonfinancial assets or liabilities required
to be measured at fair value on a nonrecurring basis.", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-417": { "value": "
Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:
\u2022 Level 1.Observable inputs, such as quoted prices in active markets;
\u2022 Level 2.Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and
\u2022 Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-418": { "value": "667320000", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2024-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-419": { "value": "
26.1.Financial Risks
Our risk management approach embodies the key elements of a sound risk management system including (1) active
Supervisory Board and senior management involvement; (2) adequate policies and procedures; (3) adequate risk
management, monitoring and information systems; and (4) comprehensive internal controls. Refer to the detail discussion
under the header Risk Management within the Management Report included in this annual report.
Market risk
Our market risk relates primarily to interest rate exposures on cash, short-term investments and borrowings, and foreign
currency exposures. Financial risk is centrally managed and is regulated by internal guidelines which require a continuous
internal risk analysis. The overall objective of our risk management is to reduce the potential negative earnings effects from
changes in interest and foreign exchange rates. Exposures are managed through operational methods and financial
instruments relating to interest rate and foreign exchange risks. In the ordinary course of business, we use derivative
instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and
interest rates. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with
global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other
speculative purposes. All derivatives are recognized as either assets or liabilities in the balance sheet and are measured at
fair value with any change in fair value recognized in earnings in the period of change, unless the derivative qualifies as
an effective hedge that offsets certain exposures. In determining fair value, we consider both the counterparty credit risk
and our own creditworthiness, to the extent that the derivatives are not covered by collateral agreements with respective
counterparties.
Foreign currency exchange rates
As a global enterprise, we are subject to risks associated with fluctuations in foreign currencies with regard to our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions as
well as future cash flows resulting from anticipated transactions including intra-group transactions. We manage our
balance sheet exposure on a group-wide basis primarily using foreign exchange forward contracts, options and cross-
currency swaps. Foreign currency transactions for the year ended December\u00a031, 2023 resulted in a net loss of
$4.1\u00a0million and a net gain of $2.7\u00a0million for the year ended December\u00a031, 2022. These amounts are included in other
financial results in the accompanying consolidated income statements.
Russia's February 2022 invasion of Ukraine and the sanctions imposed in response have led to a decline in the value of
the ruble which is expected to remain highly volatile. In 2022, we suspended our activities in Russia and Belarus, with
sales in these countries (along with Ukraine) representing less than 1% of total annual sales. As of January 1, 2022, the
results of our subsidiary in T\u00fcrkiye are reported under highly inflationary accounting as the prior three-years cumulative
inflation rate exceeded 100 percent.
A significant portion of our revenues and expenses are earned and incurred in currencies other than the U.S. dollar. The
euro is the most significant such currency, with others including the British pound, Chinese renminbi, Japanese yen, and
Swiss franc. Fluctuations in the value of the currencies in which we conduct our business relative to the U.S. dollar have
caused and will continue to cause U.S. dollar translations of such currencies to vary from one period to another. Due to the
number of currencies involved, the constantly changing currency exposures, and the potential substantial volatility of
currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In
general terms, depreciation of the U.S. dollar against our other foreign currencies will increase reported net sales.
However, this effect is, at least partially, offset by the fact that we also incur substantial expenses in foreign currencies.
We have significant production and manufacturing facilities located in Germany and intercompany sales of inventory also
expose us to foreign currency exchange rate risk. Intercompany sales of inventory are generally denominated in the local
currency of the subsidiary purchasing the inventory in order to centralize foreign currency risk with the manufacturing
subsidiary. We use an in-house bank approach to net and settle intercompany payables and receivables as well as
intercompany foreign exchange swaps and forward contracts in order to centralize the foreign exchange rate risk to the
extent possible. We have entered in the past and may enter in the future into foreign exchange derivatives including
forwards, swaps and options to manage the remaining foreign exchange exposure.
For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of
relevant risk variables on profit or loss and shareholders' equity. Currency risks as defined by IFRS 7 arise on account of
financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature;
differences resulting from the translation of financial statements into the Company's presentation currency are not taken into
consideration. Relevant risk variables are generally all non-functional currencies in which QIAGEN has financial
instruments.
QIAGEN is exposed to currency risks from financial derivatives. If each of the respective currency pairs for which the
Company has financial derivatives in place, which do not qualify for hedge accounting in accordance with IFRS 9, varied
from the rates used for the preparation of the consolidated financial statements, this would have had an effect on the net
income of the Company. Any effect would have been almost fully off-set by corresponding valuation adjustments in the
positions, which economically had been hedged by these financial derivatives. Accordingly, the net effect of such variance
in currency rates would not have been material.
If, at December\u00a031, 2023, the U.S. dollar had gained or lost 10% against all identified major currencies, the estimated
effect on the fair value of the financial derivatives would have been as follows:
\u00a0
As of December 31, 2023
As of December 31, 2022
(in thousands)
10% higher
10% lower
10% higher
10% lower
Currency
\u00a0
\u00a0
\u00a0
\u00a0
Euro (EUR)
($12,182)
$12,213
($9,088)
$9,081
Australian Dollar (AUD)
913
(913)
846
(846)
Swedish Krona (SEK)
275
(336)
567
(693)
Japanese Yen (JPY)
(115)
96
(96)
94
Canadian Dollar (CAD)
341
(416)
167
(205)
Singapore Dollar (SGD)
(618)
755
(539)
660
Swiss Franc (CHF)
2,959
2,876
(1,982)
2,430
Pound Sterling (GBP)
(1,503)
1,502
(2,210)
2,210
South Korean Won (KRW)
169
(205)
177
(190)
Chinese Yuan (CNY)
(2,652)
7,573
(3,545)
4,402
Norwegian Krone (NOK)
129
(158)
152
(186)
Polish Zloty (PLN)
69
(85)
(254)
311
Thai Baht (THB)
1,923
(1,754)
1,982
(1,861)
Indian Rupee (INR)
74
(95)
(137)
167
Danish Krone (DKK)
337
(392)
\u2014
\u2014
Total
($8,876)
$19,420
($12,770)
$13,940
Interest rates
The Company is exposed to interest rate risk by floating rate financial debt and floating rate financial assets. This exposure
is managed by varying the proportion of fixed and floating rate debt, while all non-derivative financial assets pay interest
on floating rates. Net financial income earned on the Company's net financial assets is generally affected by changes in
the level of interest rates, principally the euro and the U.S. dollar interest rate.
At December\u00a031, 2023, we had $667.3 million in cash and cash equivalents (2022: $730.3 million). Interest income
earned on our cash investments is affected by changes in the relative levels of market interest rates. We only invest in high-
grade investment instruments. A hypothetical adverse 10% movement in market interest rates would have impacted our
financial statements by approximately $5.7 million.
Borrowings against lines of credit are at variable interest rates. We had no amounts outstanding against our lines of credit
at December\u00a031, 2023 and 2022. A hypothetical adverse 10% movement in market interest rates would not have
materially impacted our financial statements.
At December\u00a031, 2023, we had $1.5 billion in current and non-current financial debt (2022: $1.8 billion), of which of
which $245.5 million is floating interest rate debt (2022: $236.8 million). A hypothetical adverse 10% movement in
market interest rates would not have materially impacted our financial statements.
Liquidity risk
To date, we have funded our business primarily through internally generated funds, debt and the private and public sales
of equity. Our primary use of cash has been to support continuing operations and our investing activities including capital
expenditure requirements and acquisitions. As of December\u00a031, 2023 and 2022, we had cash and cash equivalents of
$667.3 million and $730.3 million, respectively. We also had current financial assets of $389.7 million and $687.6
million, respectively. Cash and cash equivalents are primarily held in euros and U.S. dollars, other than those cash
balances maintained in the local currency of subsidiaries to meet local working capital needs. As of December\u00a031, 2023
and 2022, we had working capital of $1.0 billion and $1.3 billion, respectively.
We have a \u20ac400.0 million syndicated ESG-linked revolving credit facility expiring with a contractual life until December
2025 of which no amounts were utilized at December\u00a031, 2023. We have additional credit lines totaling \u20ac13.0 million
with no expiration date, none of which were utilized as of December\u00a031, 2023. We also have repayment obligations of
$1.5 billion of financial debt (2022: $1.8 billion), of which $0.6 billion is current as of December\u00a031, 2023.
As of December\u00a031, 2023, our future contractual cash obligations are as follows:
Contractual Obligations
(in thousands)
Payments Due by Period
Total
2024
2025
2026
2027
2028
Thereafter
Financial debt(1)
$1,548,661
$609,264
$71,511
$13,336
$572,382
$9,714
$272,454
Purchase obligations
98,824
37,396
35,992
13,150
11,383
903
\u2014
Lease obligations
109,900
25,123
20,876
15,049
11,531
8,162
29,159
License and royalty payments
7,217
1,926
1,453
783
766
560
1,729
Total contractual cash obligations
$1,764,602
$673,709
$129,832
$42,318
$596,062
$19,339
$303,342
(1) Amounts include required principal, stated at current carrying values, and interest payments.
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain FDA approval milestones. Potential
milestone payments total $20.7 million and may be triggered by the end of 2024. The total milestone payments of $18.4
million are included in other current liabilities in the accompanying consolidated balance sheet as of December\u00a031, 2023.
Refer to Note 25 \"Fair Value Measurements\" for changes in the contingent consideration liabilities.
We believe that funds from operations, existing cash and cash equivalents, together with the proceeds from our public and
private sales of equity, and availability of financing facilities, will be sufficient to fund our planned operations and
expansion during the coming year. However, any global economic downturn may have a greater impact on our business
than currently expected, and we may experience a decrease in the sales of our products, which could impact our ability to
generate cash. If our future cash flows from operations and other capital resources are not adequate to fund our liquidity
needs, we may be required to obtain additional debt or equity financing or to reduce or delay our capital expenditures,
acquisitions or research and development projects. If we could not obtain financing on a timely basis or at satisfactory
terms, or implement timely reductions in our expenditures, our business could be adversely affected.
Credit risk
Financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, financial
assets, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and financial assets
by dealing with highly rated financial institutions, and investing in a broad and diverse range of financial instruments.
We have established guidelines related to credit quality and maturities of investments intended to maintain safety and
liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer
base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such
losses have historically been within expected ranges. There were no significant concentrations of credit risk during the
reporting period. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the
balance sheet.
Credit risk is managed on a Company basis, except for credit risk relating to accounts receivable balances. Each local
entity is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and
delivery terms and conditions are offered. Further discussion of the allowance for doubtful accounts can be found in Note 8
\"Trade Accounts Receivable.\"
Counterparty risk
The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk
in that the counterparties may be unable to meet the terms of the agreements. To the extent that derivatives are not subject
to mutual collateralization agreements, we attempt to minimize this risk by limiting the counterparties to a diverse group of
highly rated international financial institutions. The carrying values of our financial instruments incorporate the non-
performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties
will default on their obligations and therefore do not expect to record any losses as a result of counterparty default. In order
to minimize our exposure with any single counterparty, we have entered into all derivative agreements, with the exception
of the Call Spread Overlay, under master agreement which allow us to manage the exposure with the respective
counterparty on a net basis. Most of these master agreements, include bilateral collateral agreements.
Fair values
The fair values of financial assets and financial liabilities are determined in accordance with the accounting policies stated
under Note 3.12 \"Financial Instruments \u2013 Recognition and Initial Measurement\" and Note 3.13 \"Financial Instruments \u2013
Classification and Subsequent Measurement.\"
Equity prices
The Warrants issued as part of the Call Spread Overlay discussed in Note 16 \"Financial Debts\" and Note 26.2 \"Use of
Derivative Financial Instruments\" expose us to income statement volatility due to changes in our own equity price. Changes
in the fair value of the Warrants are recognized in other financial results. Assuming a hypothetical 10% increase or
decrease in equity prices at December\u00a031, 2023, the estimated effect would have been approximately $13.8 million loss
or $5.0 million gain, respectively (2022: $84.4 million loss or $69.3 million gain).
Commodities
We have exposure to price risk related to anticipated purchases of certain commodities used as raw materials in our
business. A change in commodity prices may alter the gross margin, but due to the limited exposure to any single raw
material, a price change is unlikely to have a material unforeseen impact on earnings. However, the volatility in product
availability and pricing continued in 2023, and we expect some level of market constraints to continue in 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-420": { "value": "
Market risk
Our market risk relates primarily to interest rate exposures on cash, short-term investments and borrowings, and foreign
currency exposures. Financial risk is centrally managed and is regulated by internal guidelines which require a continuous
internal risk analysis. The overall objective of our risk management is to reduce the potential negative earnings effects from
changes in interest and foreign exchange rates. Exposures are managed through operational methods and financial
instruments relating to interest rate and foreign exchange risks. In the ordinary course of business, we use derivative
instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and
interest rates. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with
global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other
speculative purposes. All derivatives are recognized as either assets or liabilities in the balance sheet and are measured at
fair value with any change in fair value recognized in earnings in the period of change, unless the derivative qualifies as
an effective hedge that offsets certain exposures. In determining fair value, we consider both the counterparty credit risk
and our own creditworthiness, to the extent that the derivatives are not covered by collateral agreements with respective
counterparties.
Foreign currency exchange rates
As a global enterprise, we are subject to risks associated with fluctuations in foreign currencies with regard to our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions as
well as future cash flows resulting from anticipated transactions including intra-group transactions. We manage our
balance sheet exposure on a group-wide basis primarily using foreign exchange forward contracts, options and cross-
currency swaps. Foreign currency transactions for the year ended December\u00a031, 2023 resulted in a net loss of
$4.1\u00a0million and a net gain of $2.7\u00a0million for the year ended December\u00a031, 2022. These amounts are included in other
financial results in the accompanying consolidated income statements.
Russia's February 2022 invasion of Ukraine and the sanctions imposed in response have led to a decline in the value of
the ruble which is expected to remain highly volatile. In 2022, we suspended our activities in Russia and Belarus, with
sales in these countries (along with Ukraine) representing less than 1% of total annual sales. As of January 1, 2022, the
results of our subsidiary in T\u00fcrkiye are reported under highly inflationary accounting as the prior three-years cumulative
inflation rate exceeded 100 percent.
A significant portion of our revenues and expenses are earned and incurred in currencies other than the U.S. dollar. The
euro is the most significant such currency, with others including the British pound, Chinese renminbi, Japanese yen, and
Swiss franc. Fluctuations in the value of the currencies in which we conduct our business relative to the U.S. dollar have
caused and will continue to cause U.S. dollar translations of such currencies to vary from one period to another. Due to the
number of currencies involved, the constantly changing currency exposures, and the potential substantial volatility of
currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In
general terms, depreciation of the U.S. dollar against our other foreign currencies will increase reported net sales.
However, this effect is, at least partially, offset by the fact that we also incur substantial expenses in foreign currencies.
We have significant production and manufacturing facilities located in Germany and intercompany sales of inventory also
expose us to foreign currency exchange rate risk. Intercompany sales of inventory are generally denominated in the local
currency of the subsidiary purchasing the inventory in order to centralize foreign currency risk with the manufacturing
subsidiary. We use an in-house bank approach to net and settle intercompany payables and receivables as well as
intercompany foreign exchange swaps and forward contracts in order to centralize the foreign exchange rate risk to the
extent possible. We have entered in the past and may enter in the future into foreign exchange derivatives including
forwards, swaps and options to manage the remaining foreign exchange exposure.
For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of
relevant risk variables on profit or loss and shareholders' equity. Currency risks as defined by IFRS 7 arise on account of
financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature;
differences resulting from the translation of financial statements into the Company's presentation currency are not taken into
consideration. Relevant risk variables are generally all non-functional currencies in which QIAGEN has financial
instruments.
QIAGEN is exposed to currency risks from financial derivatives. If each of the respective currency pairs for which the
Company has financial derivatives in place, which do not qualify for hedge accounting in accordance with IFRS 9, varied
from the rates used for the preparation of the consolidated financial statements, this would have had an effect on the net
income of the Company. Any effect would have been almost fully off-set by corresponding valuation adjustments in the
positions, which economically had been hedged by these financial derivatives. Accordingly, the net effect of such variance
in currency rates would not have been material.
If, at December\u00a031, 2023, the U.S. dollar had gained or lost 10% against all identified major currencies, the estimated
effect on the fair value of the financial derivatives would have been as follows:
\u00a0
As of December 31, 2023
As of December 31, 2022
(in thousands)
10% higher
10% lower
10% higher
10% lower
Currency
\u00a0
\u00a0
\u00a0
\u00a0
Euro (EUR)
($12,182)
$12,213
($9,088)
$9,081
Australian Dollar (AUD)
913
(913)
846
(846)
Swedish Krona (SEK)
275
(336)
567
(693)
Japanese Yen (JPY)
(115)
96
(96)
94
Canadian Dollar (CAD)
341
(416)
167
(205)
Singapore Dollar (SGD)
(618)
755
(539)
660
Swiss Franc (CHF)
2,959
2,876
(1,982)
2,430
Pound Sterling (GBP)
(1,503)
1,502
(2,210)
2,210
South Korean Won (KRW)
169
(205)
177
(190)
Chinese Yuan (CNY)
(2,652)
7,573
(3,545)
4,402
Norwegian Krone (NOK)
129
(158)
152
(186)
Polish Zloty (PLN)
69
(85)
(254)
311
Thai Baht (THB)
1,923
(1,754)
1,982
(1,861)
Indian Rupee (INR)
74
(95)
(137)
167
Danish Krone (DKK)
337
(392)
\u2014
\u2014
Total
($8,876)
$19,420
($12,770)
$13,940
Interest rates
The Company is exposed to interest rate risk by floating rate financial debt and floating rate financial assets. This exposure
is managed by varying the proportion of fixed and floating rate debt, while all non-derivative financial assets pay interest
on floating rates. Net financial income earned on the Company's net financial assets is generally affected by changes in
the level of interest rates, principally the euro and the U.S. dollar interest rate.
At December\u00a031, 2023, we had $667.3 million in cash and cash equivalents (2022: $730.3 million). Interest income
earned on our cash investments is affected by changes in the relative levels of market interest rates. We only invest in high-
grade investment instruments. A hypothetical adverse 10% movement in market interest rates would have impacted our
financial statements by approximately $5.7 million.
Borrowings against lines of credit are at variable interest rates. We had no amounts outstanding against our lines of credit
at December\u00a031, 2023 and 2022. A hypothetical adverse 10% movement in market interest rates would not have
materially impacted our financial statements.
At December\u00a031, 2023, we had $1.5 billion in current and non-current financial debt (2022: $1.8 billion), of which of
which $245.5 million is floating interest rate debt (2022: $236.8 million). A hypothetical adverse 10% movement in
market interest rates would not have materially impacted our financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-421": { "value": "
Liquidity risk
To date, we have funded our business primarily through internally generated funds, debt and the private and public sales
of equity. Our primary use of cash has been to support continuing operations and our investing activities including capital
expenditure requirements and acquisitions. As of December\u00a031, 2023 and 2022, we had cash and cash equivalents of
$667.3 million and $730.3 million, respectively. We also had current financial assets of $389.7 million and $687.6
million, respectively. Cash and cash equivalents are primarily held in euros and U.S. dollars, other than those cash
balances maintained in the local currency of subsidiaries to meet local working capital needs. As of December\u00a031, 2023
and 2022, we had working capital of $1.0 billion and $1.3 billion, respectively.
We have a \u20ac400.0 million syndicated ESG-linked revolving credit facility expiring with a contractual life until December
2025 of which no amounts were utilized at December\u00a031, 2023. We have additional credit lines totaling \u20ac13.0 million
with no expiration date, none of which were utilized as of December\u00a031, 2023. We also have repayment obligations of
$1.5 billion of financial debt (2022: $1.8 billion), of which $0.6 billion is current as of December\u00a031, 2023.
As of December\u00a031, 2023, our future contractual cash obligations are as follows:
Contractual Obligations
(in thousands)
Payments Due by Period
Total
2024
2025
2026
2027
2028
Thereafter
Financial debt(1)
$1,548,661
$609,264
$71,511
$13,336
$572,382
$9,714
$272,454
Purchase obligations
98,824
37,396
35,992
13,150
11,383
903
\u2014
Lease obligations
109,900
25,123
20,876
15,049
11,531
8,162
29,159
License and royalty payments
7,217
1,926
1,453
783
766
560
1,729
Total contractual cash obligations
$1,764,602
$673,709
$129,832
$42,318
$596,062
$19,339
$303,342
(1) Amounts include required principal, stated at current carrying values, and interest payments.
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain FDA approval milestones. Potential
milestone payments total $20.7 million and may be triggered by the end of 2024. The total milestone payments of $18.4
million are included in other current liabilities in the accompanying consolidated balance sheet as of December\u00a031, 2023.
Refer to Note 25 \"Fair Value Measurements\" for changes in the contingent consideration liabilities.
We believe that funds from operations, existing cash and cash equivalents, together with the proceeds from our public and
private sales of equity, and availability of financing facilities, will be sufficient to fund our planned operations and
expansion during the coming year. However, any global economic downturn may have a greater impact on our business
than currently expected, and we may experience a decrease in the sales of our products, which could impact our ability to
generate cash. If our future cash flows from operations and other capital resources are not adequate to fund our liquidity
needs, we may be required to obtain additional debt or equity financing or to reduce or delay our capital expenditures,
acquisitions or research and development projects. If we could not obtain financing on a timely basis or at satisfactory
terms, or implement timely reductions in our expenditures, our business could be adversely affected.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-422": { "value": "
Credit risk
Financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, financial
assets, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and financial assets
by dealing with highly rated financial institutions, and investing in a broad and diverse range of financial instruments.
We have established guidelines related to credit quality and maturities of investments intended to maintain safety and
liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer
base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such
losses have historically been within expected ranges. There were no significant concentrations of credit risk during the
reporting period. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the
balance sheet.
Credit risk is managed on a Company basis, except for credit risk relating to accounts receivable balances. Each local
entity is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and
delivery terms and conditions are offered.", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-423": { "value": "
26.2Use of Derivative Financial Instruments
Derivatives and Hedging
Objective and Strategy
In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage
potential losses from foreign currency exposures and interest bearing assets or liabilities. The principal objective of such
derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.
We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all
derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and
recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge
that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-
currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under
which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.
As of December\u00a031, 2023, cash collateral positions consisted of $5.4 million recorded in other current liabilities and
$87.7 million recorded in other current assets. As of December\u00a031, 2022, we had cash collateral positions consisting of
$21.8 million recorded in other current liabilities and $21.1 million recorded in other current assets in the accompanying
consolidated balance sheet.
Non-Derivative Hedging Instrument
Net Investment Hedge
We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as net investment
hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in
the exchange rate between the euro and the functional currency of the U.S. dollar. The non-derivative hedging instrument is
the German private corporate bond (2017 Schuldschein) which was issued in 2017 in the total amount of $331.1 million
as described in Note 16 \"Financial Debts.\" Of the $331.1 million, which is held in both U.S. dollars and euros, \u20ac255.0
million was designated as the hedging instrument as of December\u00a031, 2022 against a portion of our euro net investments
in our foreign operations. As further described in Note 16, four tranches of the 2017 Schuldschein matured and were paid
in October 2022 and two tranches of the 2017 Schuldschein matured and were paid during 2021. As a result, \u20ac109.5
million remained designated as a hedging instrument as of December\u00a031, 2023. In July 2022, we issued an additional
\u20ac370.0 million German private corporate bond (2022 Schuldschein) as described in Note 16, and it is designated in its
entirety as the hedging instrument against a portion of our euro net investments in our foreign operations. The relative
changes in both the hedged item and hedging instrument are calculated by applying the change in spot rate between two
assessment dates against the respective notional amount. The effective portion of the hedge is recorded in the cumulative
translation adjustment account within other accumulated comprehensive loss. Based on the spot rate method, the unrealized
loss recorded in equity as of December\u00a031, 2023 and 2022 is $35.2 million and $22.6 million, respectively. Since we
are using the debt as the hedging instrument, which is also remeasured based on the spot rate method, there is no hedge
ineffectiveness related to the net investment hedge as of December\u00a031, 2023 and 2022.
Derivatives Designated as Hedging Instruments
Net Investment Hedge
In September 2022, we entered into a one-month interest rate derivative contract for a total notional amount
\u20ac135.0\u00a0million, that matured in October 13, 2022, which qualified as net investment hedge. The objective of the hedge
was to protect the additional investments in foreign operations in September 2022 against adverse changes in the
exchange rate between the euro and the functional currency of the U.S. dollar. The relative changes in both the hedged
item and derivative hedging instrument were calculated by applying the change in spot rate between two assessment dates
against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation
adjustment account within other accumulated comprehensive loss and will be reclassified to earnings upon the disposal or
liquidation of the foreign operations. In October 2022, the interest rate derivative contract expired and the unrealized gain
recorded in equity was $5.8 million as of December\u00a031, 2022.
Cash Flow Hedges
As of December\u00a031, 2023 and 2022, we held derivative instruments that are designated and qualify as cash flow hedges,
where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss
and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains
and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment
of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to
any cash-flow hedges in earnings. Based on their valuation as of December\u00a031, 2023, we expect approximately $2.1
million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the
next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the
same category as the consolidated balance sheets account of the underlying item.
We use interest rate derivative contracts to align our portfolio of interest bearing assets and liabilities with our risk
management objectives. Since 2015, we have been a party to five cross currency interest rate swaps through 2025 for a
total notional amount of \u20ac180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we
entered into five new cross currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million
which qualify for hedge accounting as cashflow hedges. We determined that no ineffectiveness exists related to these
swaps. As of December\u00a031, 2023 and 2022, interest receivables of $8.4 million and $5.5 million, respectively are
recorded in other current assets in the accompanying consolidated balance sheets.
Fair Value Hedges
Until October 2022, we held derivative instruments that qualified for hedge accounting as fair value hedges. For derivative
instruments that are designated and qualify as a fair value hedge, the effective portion of the gain or loss on the derivative
is reflected in earnings. This effect on earnings is offset by the change in the fair value of the hedged item attributable to
the risk being hedged that is also recorded in earnings. The cash flows derived from derivatives are classified in the
consolidated statement of cash flows in the same category as the consolidated balance sheet account of the underlying
item.
We held interest rate swaps which effectively fixed the fair value of a portion of our fixed rate private placement debt and
qualified for hedge accounting as fair value hedges. These interest rate swap derivative instruments expired along with the
repayment of the private placement debt in October 2022, as described in Note 16 \"Financial Debts.\" There has been no
ineffectiveness related to the interest rate swaps.
Derivatives Not Designated as Hedging Instruments
Call Options and Warrants
We entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay entered into
in connection with the Cash Convertible Notes. In these transactions, the Call Options are intended to address the equity
price risk inherent in the cash conversion feature of each instrument by offsetting cash payments in excess of the principal
amount due upon any conversion of the Cash Convertible Notes. Accordingly, the derivative is presented as either current
or non-current based upon the classification of the related debt.
Aside from the initial payment of premiums for the Call Options, we will not be required to make any cash payments under
the Call Options. We will, however, be entitled to receive under the terms of the Call Options, an amount of cash generally
equal to the amount by which the market price per share of our common stock exceeds the exercise price of the Call
Options during the relevant valuation period. The exercise price under the Call Options is equal to the conversion price of
the Cash Convertible Notes.
The Call Options and Warrants, for which our common stock is the underlying security, are derivative assets and liabilities,
respectively, that require mark-to-market accounting treatment. The derivatives are measured and reported at fair value on
a recurring basis, within Level 2 of the fair value hierarchy. The change in fair value of these instruments is recognized
immediately in our consolidated income statements in other financial results.
The Warrants are more fully described in Note 16 \"Financial Debts.\"
Cash Convertible Notes Embedded Cash Conversion Option
The embedded cash conversion option within the Cash Convertible Notes discussed in Note 16 \"Financial Debts\" is
required to be separated from the Cash Convertible Notes and accounted for separately as a derivative liability, with
changes in fair value reported in our consolidated income statements in other financial results until the cash conversion
option settles or expires. The embedded cash conversion option is measured and reported at fair value on a recurring
basis, within Level 2 of the fair value hierarchy.
Because the terms of the Cash Convertible Notes' embedded cash conversion option are substantially similar to those of the
Call Options, discussed above, we expect the effect on earnings from these two derivative instruments to mostly offset each
other. In September 2023, the 2023 Notes and the related Call Options have been settled as described in Note 16 and
we recognized $0.9 million as gain in other financial results in the accompanying consolidated income statement.
Foreign Currency Derivatives
As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions
including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward
contracts, foreign exchange options and cross-currency swaps.
We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional
value of $590.9 million at December\u00a031, 2023, which expire at various dates through September 2024. At December\u00a031,
2022, these arrangements had an aggregate notional value of $466.0 million, which expired at various dates through July
2023. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign
currency exchange risk. Changes in the fair value of these arrangements have been recognized in other financial results.
Fair Values of Derivative Instruments
The following table summarizes the fair value amounts of derivative instruments reported in the consolidated balance sheets
as of December\u00a031, 2023 and 2022:
\u00a0
2023
2022
(in thousands)
Current
Asset
Non-current
Asset
Current
Asset
Non-current
Asset
Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)
\u2014
3,083
\u2014
12,256
Total derivative instruments designated as hedges
\u2014
3,083
\u2014
12,256
Undesignated derivative instruments
Equity options
39,759
\u2014
102,671
119,098
Foreign exchange forwards and options
3,471
\u2014
8,946
\u2014
Total undesignated derivative instruments
43,230
\u2014
111,617
119,098
Total derivative assets
$43,230
$3,083
$111,617
$131,354
(in thousands)
2023
2022
Current
Liability
Non-current
Liability
Current
Liability
Non-current
Liability
Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)
$\u2014
($98,908)
$\u2014
($36,982)
Total derivative instruments designated as hedges
\u2014
(98,908)
\u2014
(36,982)
Undesignated derivative instruments
Cash convertible notes embedded conversion option
(39,830)
\u2014
(102,896)
(119,736)
Warrants and embedded conversion option
(23,687)
(21,470)
(49,769)
(137,007)
Foreign exchange forwards and options
(9,944)
\u2014
(8,356)
\u2014
Total undesignated derivative instruments
(73,461)
(21,470)
(161,021)
(256,743)
Total derivative liabilities
($73,461)
($120,378)
($161,021)
($293,725)
(1) The fair value amounts for the interest rate contracts do not include accrued interest.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-424": { "value": "
27. Capital Management
The primary objectives of the Group's capital management are to safeguard the Group's ability to continue as a going
concern and to ensure financial flexibility to execute the Group's strategic growth targets. We regularly review our capital
structure to ensure a low cost of capital to enhance shareholder value. The Group's overall strategy remains unchanged
from 2022 and we are not subject to any externally imposed capital requirements. All common shares issued are fully
paid.
In July and August 2022, we completed a German private placement bond (2022 Schuldschein), which was issued in
various tranches totaling \u20ac370.0 million ($371.5 million) that have maturities through 2035 as described more fully in
Note 16 \"Financial Debts.\" The interest rate is linked to our ESG performance. As of December\u00a031, 2023, a total of
$408.0 million is outstanding.
In 2022, we repaid $480.0 million of non-current debt including $327.0 million for the remaining U.S. Private Placement
and $153.0 million for the four tranches of German Private Placement (2017 Schuldschein) that matured in October 2022.
In September 2023, we repaid $400.0 million of 2023 Notes at maturity.
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 7, 2024, and involved an approach used by various large,
multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional
open-market repurchases. $295.2 million was returned to shareholders through the transaction, which reduced the total
number of issued Common Shares by approximately 3% to 223.9\u00a0million (of which 2.5\u00a0million are held in Treasury
Shares) as of January 31, 2024.
An important indicator of capital management efforts is the ratio of shareholders' equity compared to total assets as shown
on the consolidated balance sheet:
(in thousands, except of ratio)
2023
2022
Shareholders' equity attributable to equity holders of the parent
$3,867,151
$3,389,293
Total assets
$6,174,153
$6,351,748
Shareholders' equity ratio in %
63%
53%
Total financial debt consists of convertible notes, cash convertible notes and private placements as discussed in Note 16
\"Financial Debts.\" The changes in financial debts reconciled to the cash flows arising from financing activities as follows:
Reconciliation of Liabilities Arising from Financing Activities
Total financial debt consists of cash convertible notes and private placements as discussed in Note 16. The changes in
financial debts reconciled to the cash flows arising from financing activities as follows:
(in thousands)
At December 31,
2022
Cash flows
Amortization of debt
discount and
issuance costs (1)
Foreign currency
and other(2)
At December 31,
2023
Cash convertible notes
$853,883
($400,000)
$29,136
$\u2014
$483,019
Convertible notes
443,285
\u2014
533
\u2014
443,818
German Private Placement (Schuldschein)
510,231
\u2014
279
18,396
528,906
Total non-current debt
1,807,399
(400,000)
29,948
18,396
1,455,743
Lease liability
93,626
(26,779)
\u2014
34,484
101,331
Total liabilities from financing activities
$1,901,025
($426,779)
$29,948
$52,880
$1,557,074
(1) Total amortization of debt discount and issuance costs for the year ended December\u00a031, 2023 totaled $30.2 million, which included $0.2 million costs related to the \u20ac400.0 million syndicated multi-
currency revolving credit facility expiring December 2025. No amounts were utilized at December\u00a031, 2023.
(2) For the year ended December\u00a031, 2023, the Convertible notes are net of debt issuance costs. Also during 2023, the German Private Placement experienced unrealized foreign currency losses totaling
$18.4 million.
(in thousands)
At December 31,
2021
Cash flows
Amortization of debt
discount and
issuance costs (1)
Foreign currency
and other(2)
At December 31,
2022
Cash convertible notes
$821,652
$\u2014
$32,231
$\u2014
$853,883
Convertible notes
442,753
\u2014
532
\u2014
443,285
Private Placement
326,839
(327,000)
161
\u2014
\u2014
German Private Placement (Schuldschein)
294,504
218,449
196
(2,918)
510,231
Total non-current debt
1,885,748
(108,551)
33,120
(2,918)
1,807,399
Lease liability
98,582
(28,595)
\u2014
23,639
93,626
Total liabilities from financing activities
$1,984,330
($137,146)
$33,120
$20,721
$1,901,025
(1) Total amortization of debt discount and issuance costs for the year ended December\u00a031, 2022 totaled $33.7 million which included $0.6 million costs related to the \u20ac400.0 million syndicated multi-
currency revolving credit facility expiring December 2025. No amounts were utilized at December\u00a031, 2022.
(2) For the year ended December\u00a031, 2022, the Convertible notes are net of debt issuance costs. Also during 2022, the German Private Placement experienced unrealized foreign currency net losses totaling
$14.7 million.", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-425": { "value": "6174153000", "decimals": -3, "dimensions": { "concept": "ifrs-full:Assets", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2024-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-426": { "value": "6351748000", "decimals": -3, "dimensions": { "concept": "ifrs-full:Assets", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-427": { "value": "
28. Consolidated Companies
The following is a list of the Company's subsidiaries as of December\u00a031, 2023 , other than certain subsidiaries that did not
in the aggregate constitute a significant subsidiary.
Company Name
Jurisdiction
of\u00a0Incorporation
Ownership
Voting Rights
Amnisure International LLC
USA
100%
100%
Life Biotech Partners B.V.
Netherlands
100%
100%
DIALUNOX GmbH(1)
Germany
100%
100%
NeuMoDx Molecular Inc.
USA
100%
100%
STAT-Dx Life S.L.
Spain
100%
100%
Verogen, Inc.
USA
100%
100%
QIAGEN Aarhus A/S
Denmark
100%
100%
QIAGEN AB
Sweden
100%
100%
QIAGEN AG
Switzerland
100%
100%
QIAGEN Australia Holding Pty. Ltd.
Australia
100%
100%
QIAGEN Benelux B.V.(2)
Netherlands
100%
100%
QIAGEN Beverly LLC
USA
100%
100%
QIAGEN Biotecnologia Brasil Ltda.
Brazil
100%
100%
QIAGEN China (Shanghai) Co. Ltd.
China
100%
100%
QIAGEN Deutschland Holding GmbH
Germany
100%
100%
QIAGEN Distribution B.V.(2)
Netherlands
100%
100%
QIAGEN France S.A.S.
France
100%
100%
QIAGEN Gaithersburg LLC
USA
100%
100%
QIAGEN Gda\u0144sk Sp. z.o.o.
Poland
100%
100%
QIAGEN GmbH(1)
Germany
100%
100%
QIAGEN Hamburg GmbH(1)
Germany
100%
100%
QIAGEN Hong Kong Pte. Ltd.
China
100%
100%
QIAGEN Inc.
Canada
100%
100%
Company Name
Jurisdiction
of\u00a0Incorporation
Ownership
Voting Rights
QIAGEN Healthcare Biotechnologies Limited(3)
U.K.
100%
100%
QIAGEN Healthcare Biotechnologies Systems Limited(3)
U.K.
100%
100%
QIAGEN India Pvt. Ltd.
India
100%
100%
QIAGEN K.K.
Japan
100%
100%
QIAGEN Korea Ltd.
Korea (South)
100%
100%
QIAGEN LLC
USA
100%
100%
QIAGEN Ltd.
UK
100%
100%
QIAGEN Luxembourg SARL
Luxembourg
100%
100%
QIAGEN Manchester Ltd.
UK
100%
100%
QIAGEN Manila Inc.
Philippines
100%
100%
QIAGEN North American Holdings Inc.
USA
100%
100%
QIAGEN Pty. Ltd.
Australia
100%
100%
QIAGEN Redwood City, Inc.
USA
100%
100%
QIAGEN S.r.l.
Italy
100%
100%
QIAGEN Sciences LLC
USA
100%
100%
QIAGEN Singapore Pte. Ltd.
Singapore
100%
100%
QIAGEN Taiwan Co. Ltd.
Taiwan
100%
100%
QIAGEN Business Management MEA Ltd.
UAE
100%
100%
QIAGEN Wroclaw Sp.z.o.o.
Poland
100%
100%
(1) QIAGEN GmbH (registered under HRB 45822 Trade Register Duesseldorf, Germany), DIALUNOX GmbH (registered under HRB 590384 Trade
Register Freiburg im Breisgau, Germany) and QIAGEN Hamburg GmbH (registered under HRB 71271 Trade Register Duesseldorf, Germany) are
exempt from the audit of individual accounts requirements under Section 264 (3) of the German Commercial Code.
(2) QIAGEN Benelux B.V. (registered under #12053316 in the Netherlands Chamber of Commerce) and QIAGEN Distribution B.V. (registered under
#64026795 in the Netherlands Chamber of Commerce) are exempt from the audit of individual accounts requirements under Section 403 of the Dutch
Civil Code.
(3) QIAGEN Healthcare Biotechnologies Limited (registration #11561466) and QIAGEN Healthcare Biotechnologies Systems Limited (registration
#11562019) are exempt from the audit of individual accounts requirements under Section 479A of the 2006 U.K. Companies Act.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutConsolidatedStructuredEntitiesExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-428": { "value": "
29. Fees Paid to External Auditors
At our 2023 Annual General Meeting of Shareholders on June\u00a022, 2023, our shareholders appointed KPMG Accountants
N.V. to serve as our external auditor for our statutory consolidated financial statements prepared in accordance with
International Financial Reporting Standards as adopted by the EU for the year ended December\u00a031, 2023. Set forth below
are the total fees billed (or expected to be billed), on a consolidated basis, by the independent auditor or their affiliates for
providing audit and other professional services in each of the last two years.
(in thousands)
2023
2022
Audit fees
$2,923
$2,771
thereof KPMG Accountants N.V.
334
312
Audit-related fees
20
42
Tax fees
173
314
All other fees
\u2014
\u2014
Total fees paid to external auditors
$3,116
$3,127
Audit fees consist of fees and expenses billed for the annual audit and quarterly review of QIAGEN's consolidated
financial statements. They also include fees billed for other audit services, which are those services that only the statutory
auditor can provide.
Audit-related fees consist of fees and expenses billed for assurance and related services that are related to the performance
of the audit or review of QIAGEN\u2019s financial statements and include consultations concerning financial accounting and
reporting standards and review of the opening balance sheets of newly acquired companies.
Tax fees include fees and expenses billed for tax compliance services, including assistance on the preparation of tax
returns and claims for refunds and tax consultations, such as assistance and representation in connection with tax audits
and appeals.
All other fees include various fees and expenses billed for services, such as transaction due diligence, as approved by the
Audit Committee.", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "f-429": { "value": "
30. Subsequent Events
Events that occurred after the balance sheet date that provide no information on the actual situation at the balance sheet
date are not recognized in the financial statements. When those events are relevant for the economic decisions of users of
the financial statements, the nature and the estimated financial effects of those events are disclosed in the financial
statements.
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split as discussed in Note 18 \"Equity.\"
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:54930036WK3GMCN17Z57", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } } } }